Common use of Access Clause in Contracts

Access. (a) Prior to March 31, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys and accountants to, furnish Purchaser with such financial and operating data and other information as Purchaser from time to 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 representations, warranties and covenants of Seller 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 documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of Purchaser.

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 (a) Prior to March 31, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access cause its Subsidiaries to) give to the auditors Sellers and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on their Representatives reasonable notice, to have access during normal business hours to its premisesthe offices, personnel books and Records. Seller shall cooperate records relating to provide access the Assets or any operations relating thereto for any and all periods prior to its Customers, suppliers, lenders and such other parties including the Closing Date as Purchaser Sellers and their Representatives may reasonably request. Seller shallrequest 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 shall cause its officersany other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, attorneys and accountants to, furnish Purchaser with such financial and operating data and other information as Purchaser from time to 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 Proceeding or otherwise diminish the representations, warranties and covenants of Seller hereunderdetermination; provided, however, that Purchaser all such information shall advise Seller as soon as practicable after it obtains knowledge 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 any breach or nonperformance of Buyer, except to 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 documents and information concerning Seller and the Business furnished to Purchaser extent reasonably required in connection with the transactions foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement Agreement. Buyer shall (except to and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the extent Closing; provided, however, that such information can be shown to Buyer shall have been the right at any time after the second (i2nd) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party anniversary of the confidential nature 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 information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of Purchaserrecords.

Access. (a) Prior to March 31the Closing, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and Corporation shall have full access afford to the auditors and attorneys of Seller. Seller shall permit Purchaser Buyer (and its employeesofficers, agents attorneys, accountants and other authorized representatives), on upon reasonable notice, to have free and full access during normal usual business hours to its premisesrelevant offices, personnel personnel, books and Recordsrecords 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. Seller 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 Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall cooperate also be entitled to provide access discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to its Customers, suppliers, lenders the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other parties as Purchaser 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 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 requested from time to 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 representations, warranties and covenants of Seller 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 representatives and employees of the Corporation to assist Buyer in its authorized 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 (including its investors and lending institutionsthe "Buyer's Representatives") to hold, in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) or in the public domain through no fault course of Purchasertheir investigations of the Schools, whether obtained before or after the date of this Agreement (iiithe "Evaluation Material") 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) shall be used only in connection with this Agreement, it being understood that such Persons shall be informed by such party Agreement and the subsequent operation of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 thereofSchools, and each of Buyer and EMI shall maintain such confidence except to assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the extent such information comes into the public domain through no fault of PurchaserBuyer's Representatives.

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

Access. From and after the Effective Date through the Closing, (ai) Prior to March 31Buyer, 1997, Purchaser may, personally or through its employeesauthorized agent or representatives (“Buyer’s Representatives”), agents and representativesshall be entitled, make or cause upon reasonable advance notice to be made such investigation of Seller, its Records to enter upon the Property during normal business hours and shall have the Business right to make such investigations, including appraisals, tenant interviews, interviews of governmental officials, engineering studies, soil tests, environmental studies and inspections thereof as Purchaser Buyer deems necessary or advisable and shall have full access to but only in accordance with the auditors and attorneys provisions of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably requestthis 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 Property (including without limitation plumbing, heating and air conditioning systems) to facilitate Buyer’s testing and investigations thereof. Buyer shall cause its officershave the right to conduct a Phase I environmental site assessment, attorneys and accountants toand, furnish Purchaser with such financial and operating data and other information as Purchaser from time to time shall reasonably request, includingif 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 invasive sampling of building materials with respect to the Property). Buyer’s and Buyer’s Representatives’ investigations and inspections shall: (i) not limited to, Seller's balance sheets for unreasonably interfere with the Business as operation and maintenance of December 31, 1995 and September 30, 1996. No investigation by Purchaser shall in the Property; (ii) not damage any way affect part of the Property; (iii) not injure or otherwise diminish cause bodily harm to Seller, its agents, contractors, sublessees and employees or any Tenant, their agents, contractors, sublessees and employees; and (iv) not unreasonably interfere with any activities conducted on the representations, warranties Property by any Tenant. Buyer shall maintain general liability insurance of at least Two Million and covenants of Seller hereunder; provided, however, that Purchaser shall advise Seller as soon as practicable after it obtains knowledge of No/100 Dollars ($2,000,000.00) covering 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 documents and information concerning Seller and the Business furnished to Purchaser accident arising in connection with the transactions contemplated presence of Buyer or Buyer’s Representatives on the Property. Buyer shall not perform any invasive tests or inspections of the Property without the written consent of Seller, not to be unreasonably withheld or delayed. Seller reserves the right for itself and its representatives to be present for any inspection or test. Buyer shall not permit any liens to attach to the Property by reason of the exercise of its rights hereunder. If any soil or other tests conducted by Buyer affect the surface of the Parcel, Buyer shall restore the surface of the Parcel to substantially the same condition in which the same was found before any tests were undertaken. Buyer hereby agrees to indemnify and hold Seller (and Seller’s agents, advisors, partners, members, owners, officers and directors, as the case may be) harmless from any and all liens, claims, causes of action, damages and expenses (including reasonable attorney’s fees) arising out of any inspections and investigations by Buyer or Buyer’s Representatives, but in no event shall the indemnity of this Section include the discovery of pre-existing conditions disclosed by Buyer’s investigations. Notwithstanding any other provision in this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchasercontrary, (ii) in this indemnification shall survive the public domain through no fault termination 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 Closing under this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of Purchaser.

Access. (a) Prior From and after the Execution Date until Closing or termination of this Agreement, Seller shall, or shall cause the Companies to March 31afford to Purchaser (and any of its officers, 1997, Purchaser may, through its employees, agents and representativesagents, make accountants, attorneys, investment bankers, landmen, consultants or cause to be made such investigation of Sellerother designated representatives (collectively, its Records and the Business as Purchaser deems necessary or advisable and shall have full “Purchaser’s Representatives”)), reasonable access to the auditors Companies’ and, to the extent related to the Companies or the Company Assets, Seller’s, books and attorneys records (including the Company Records), in each case, in the possession or control of Sellerthe Companies or their Affiliates, and, solely for the purpose of Purchaser’s due diligence investigation of the Company Assets, but only to the extent that Seller or the Companies, as applicable, may do so without violating any confidentiality or other obligations to any third Person or waiving any right to 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 gain such access, provided, further, that Seller shall not be obligated to expend any monies or incur any Damages). Seller shall permit Purchaser and use its employees, agents and representatives, on commercially reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate efforts to provide Purchaser and/or Purchaser’s Representatives with reasonable access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably 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 time shall reasonably request, including, but not limited to, Seller's balance sheets the representatives of Ridgewood for the Business as purposes of December 31, 1995 and September 30, 1996Purchaser’s due diligence investigation of the Company Assets. No investigation 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 any way affect a manner that minimizes interference with Seller’s or otherwise diminish the representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser shall advise Seller as soon as practicable after it obtains knowledge of any breach its Affiliates’ or nonperformance of the representations, warranties or covenants of SellerRidgewood’s businesses. (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 documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent acknowledges that such information can be shown to have been (i) previously known by Purchaser, neither Seller nor the Companies are able to provide physical access to the Company Assets and (ii) in Seller and its Affiliates cannot cause Ridgewood to have discussions with Purchaser or Purchaser’s Representatives. Notwithstanding the public domain through no fault 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 similar agreements with the applicable operator of any Company Assets. All inspections pursuant to this Section 6.1 shall (subject to Section 6.2(b)) be conducted at Purchaser’s sole cost, risk and expense, and any conclusions made from any such investigation done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Purchaser agrees to comply with (and to cause Purchaser’s Representatives to comply with) the rules, regulations and instructions issued by Seller and its Affiliates, the Companies or Ridgewood, as applicable, regarding the actions of Purchaser (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 banksPurchaser’s Representatives) in connection with conducting any inspection pursuant to this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of PurchaserSection 6.1.

Access. (a) Prior to March 31, 1997, Purchaser may, through its employees, agents From and representatives, make after the Execution Date until the Closing (or cause to be made such investigation earlier termination of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access this Agreement but subject to the auditors provisions of Section 3.4(b)) and attorneys upon obtaining any required consents of Seller. Non-Parties, including Non-Party operators of the Assets (with respect to which consents Seller shall permit Purchaser use its commercially reasonable efforts to obtain), Seller shall afford to Buyer and its employeesauthorized representatives (“Buyer’s Representatives”) reasonable access, agents and representatives, on reasonable notice, to have access during normal business hours hours, to its premisesthe Assets, including the Records, and personnel and Records. knowledgeable with respect to the Assets (it being agreed that during Buyer’s Representatives’ access to such personnel, Seller shall cooperate have the right to provide access have a designated representative of Seller be present), in each case, upon written notice to its CustomersSeller. All investigations and due diligence conducted by Buyer or any Buyer’s Representative shall be conducted at Buyer’s sole risk, suppliers, lenders cost and such other parties as Purchaser may reasonably request. Seller shall, expense and shall cause its officers, attorneys and accountants to, furnish Purchaser be conducted in compliance with such financial and operating data and other information as Purchaser from time to 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 representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser shall advise Seller as soon as practicable after it obtains knowledge terms of any breach or nonperformance of the representationsapplicable Leases, warranties or covenants of SellerSurface Contracts and Contracts. (b) Purchaser will holdBuyer shall abide by Seller’s and any Non-Party operator’s safety rules, regulations and will cause operating policies while conducting its authorized representatives (due diligence evaluation of the Assets including its investors any environmental or other inspection or assessment of the Assets. Buyer does hereby RELEASE, DEFEND, INDEMNIFY and lending institutions) to hold, in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements HOLD HARMLESS each of law, all documents and information concerning Seller the operators of the Assets and the Business furnished Seller Group from and against any and all Claims arising out of, resulting from or relating to Purchaser in connection any field visit, environmental assessment or other due diligence activity conducted by Buyer or any Buyer’s Representative with respect to the transactions contemplated by this Agreement 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 Seller Group; provided, (except i) as to any such operator, 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 member of the Seller Group and (ii) as to any member of the Seller Group, 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 member of the Seller Group. (c) During all periods that such information can 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 shown to have been carried by Buyer under this Section 3.4(c) will (i) previously known by Purchaserbe primary insurance, (ii) in list the public domain through no fault members of Purchaserthe Seller Group and the Non-Party operators as additional insureds, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party waive subrogation against the members of the confidential nature of such information Seller Group and shall be directed by such party and shall have agreed (iv) provide for not less than 15 Days prior notice to treat such information as confidential. In Seller in the event that of cancellation or modification of the transactions contemplated herein are not consummated for any reason, Purchaser will, upon policy or reduction in coverage. Upon request by Seller, promptly return Buyer shall provide evidence of such insurance 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 prior to entering the extent such information comes into lands underlying the public domain through no fault of PurchaserAssets.

Access. (a) Prior At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to March 31, 1997, Purchaser may, through its employees, agents and representatives, make or cause occur of the termination of this Agreement pursuant to be made such investigation of Seller, its Records Article IX and the Business as Purchaser deems necessary or advisable and Appointment Time, the Company shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser afford Parent and its employeesaccountants, agents legal counsel and representativesother representatives reasonable access during normal business hours, on upon reasonable notice, to have access during normal business hours the properties, books and records and personnel of the Company to enable Parent to obtain all information concerning the Leased Real Property, the Assets and the businesses of the Company and its premisesSubsidiaries, including the status of product development efforts, properties, results of operations and personnel and Records. Seller shall cooperate to provide access to its Customersof the Company, suppliers, lenders and such other parties as Purchaser Parent may reasonably 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 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 representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser no information or knowledge obtained by Parent in any investigation conducted pursuant to this Section 7.6 shall advise Seller as soon as practicable after it obtains knowledge affect or be deemed to modify or waive (i) any right of Parent with respect to any representation or warranty of the Company or a Subsidiary set forth herein, or (ii) any condition to the obligations of Parent and Merger Sub to consummate the transactions contemplated hereby, including the Offer and the Merger, or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 7.6. Notwithstanding the foregoing, the Company shall not be required to provide Parent or any of its accountants, legal counsel or other representatives with access to such properties, books and records or personnel of the Company to the extent that the provision of such access could reasonably be expected to (A) result in the waiver of an attorney-client or other privilege, (B) result in the unauthorized disclosure or misappropriation of any breach or nonperformance of the representationsCompany’s Trade Secrets or (C) result in a breach of the Company’s non-disclosure obligations, warranties whether by Contract or covenants of Sellerotherwise, to another Person. (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 documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except Notwithstanding anything herein to the extent that such information can contrary, Parent and its agents, contractors and representatives shall not have the right of entering upon Leased Real Property for purposes of making any inspections, evaluations, surveys or tests without the Company’s prior written approval (not to be shown to have been (i) previously known by Purchaserunreasonably withheld, (ii) in the public domain through no fault of Purchaser, conditioned or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of Purchaserdelayed).

Access. (a) Prior During the period from the date of this Agreement to March 31the Closing or the prior termination of this Agreement pursuant to Section 8.1, 1997Buyer and its counsel, Purchaser mayaccountants, through its financial advisors, potential financial sources, employees, agents and representatives, make or cause to other authorized representatives (the “Buyer Representatives”) shall be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on given reasonable notice, to have access during normal business hours and upon reasonable prior notice to its premisesthe facilities, personnel properties, personnel, books and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys and accountants to, furnish Purchaser with such financial and operating data and other information as Purchaser from time to time shall reasonably request, records (including, but not limited towithout limitation, Seller's balance sheets Tax records) of the NOARK Group, Seller and its Affiliates for the Business as purpose of December 31conducting an investigation of their financial condition, 1995 status, Business, employment matters, properties and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller hereunderassets; provided, however, that Purchaser shall advise Seller as soon as practicable after it obtains knowledge (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 breach or nonperformance member of the representationsNOARK Group without arranging such contact with any of the individuals listed on Schedule 1.1(C), warranties and (ii) such investigation shall be conducted in a manner that does not unreasonably interfere with the normal operations of the NOARK Group. Additionally, Buyer Representatives shall have from the date of this Agreement to the Closing Date or covenants the prior termination of this Agreement pursuant to Section 8.1 the opportunity to conduct further environmental reviews during regular business hours in such manner as not to unreasonably interfere with normal operations of the NOARK Group and, in each case, with at least forty-eight (48) hours advanced written notice to Seller, provided, however, that Buyer shall have no right to perform, whether itself or through any third parties, any invasive soil or groundwater tests, or any other invasive environmental assessments in respect to any member of the NOARK Group and their respective assets without prior consent of Seller. Seller and the NOARK Group will cause their respective counsel, accountants, financial advisors, employees, agents and other authorized representatives (the “Seller Representatives”) to be available to Buyer and 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 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) Purchaser will holdNotwithstanding the foregoing, Buyer shall have no right of access to, and will cause its authorized representatives Seller shall have no obligation to provide to Buyer, information relating to (including its investors and lending institutionsi) to hold, in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser bids received from others in connection with the transactions contemplated by this Agreement (except or similar transactions) and information and analyses (including financial analyses) relating to the extent that such information can be shown to have been (i) previously known by Purchaser, bids; (ii) in any information the public domain through no fault disclosure of Purchaserwhich 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) later lawfully acquired by Purchaser 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 other sources) the date hereof, from and will not release against any Damages that they or disclose such information 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 any other Personthe person or property of Buyer or the Buyer Representatives as a result of, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) 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 date of this Agreement, it being understood Seller shall request from each Person that made an Acquisition Proposal that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, upon request by Seller, promptly Person return to Seller the NOARK Group or, if provided for in the relevant confidentiality agreement with such Person, destroy any and all copies of any Schedules, statements, documents or other written confidential information obtained in connection herewith, without retaining any copies or summaries thereof, and shall maintain such confidence except relating to the extent NOARK Group previously furnished to such information comes into the public domain through no fault of PurchaserPerson.

Access. (a) Prior During the Pre-Closing Period and subject to March 31applicable Law and Section 5.11(b), 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized Representatives, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, attorneys properties, books and accountants torecords of the Sold Companies as Buyer reasonably requests in connection with its efforts to consummate the transactions contemplated by this Agreement; provided, furnish Purchaser that such access does not interfere with such financial and operating data and other information as Purchaser from time to 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 representations, warranties and covenants normal business operations of Seller hereunderor the Sold Companies. In connection with any such access, Buyer and its Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption to the business. Notwithstanding anything to the contrary in this Agreement, Seller and the Sold Companies shall not be required to disclose any information to Buyer if such disclosure would be reasonably likely to jeopardize any attorney-client privilege or conflict with any confidentiality obligations to which Seller or any of the Sold Companies is bound; provided, however, that Purchaser Seller shall advise Seller as soon as practicable after it obtains knowledge and shall cause the Sold Companies to, take commercially reasonable efforts to obtain a waiver of any breach or nonperformance of the representations, warranties or covenants of Seller. such confidentiality obligations upon Buyer’s reasonable prior written request (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 documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons commercially reasonable efforts shall be informed by such not 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 business relations of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that Sold Companies in connection with, or relating in any way to, the transactions contemplated herein are not consummated for any 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 herewithhereby, without retaining any copies the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or summaries thereofdelayed), and (ii) Buyer shall maintain such confidence except have no right to perform invasive or subsurface investigations of the extent such information comes into properties or facilities of the public domain through no fault Sold Companies without the prior written consent of PurchaserSeller.

Access. (a) Prior to March 31, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation Between the date of Seller, its Records this Agreement and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employeesClosing Date, agents and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officersSubsidiaries, attorneys including each Company and accountants each Company Subsidiary and each of their respective Representatives, to, furnish Purchaser with such financial and operating data and other information as Purchaser from time to 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 representations, warranties and covenants of Seller 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 documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaserafford Buyer and its Representatives reasonable access, at all reasonable times during normal business hours, to each Company and each Company Subsidiary's personnel, premises, properties, Contracts, books and records, and other documents and data, (ii) in the public domain through no fault furnish Buyer and its Representatives with copies of Purchaserall such Contracts, or books and records, and other documents and data as have not previously been furnished to Buyer and as Buyer may reasonably request, (iii) later lawfully acquired by Purchaser from other sources) furnish Buyer and will not release or disclose its Representatives with such information to any other Personadditional financial, except its auditorsoperating, attorneys, financial advisors and other consultants data and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reasonBuyer may reasonably request, 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 but only to the extent such data or information comes into exists or can be generated or produced without disproportionate expense, and (iv) authorize the Companies' independent certified public domain through no fault 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 Purchaserthe business of Seller, the Companies or the Company Subsidiaries. Notwithstanding the foregoing, Buyer shall not have access to personnel records of the Companies and the Company Subsidiaries relating to medical histories or other information the disclosure of which would subject Seller, any Company or any Company Subsidiary to liability. The foregoing shall not require Seller or any Company to permit any inspection, or to disclose any information, that in the reasonable judgment of Seller would reasonably be expected to result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if Seller or such Company, as the case may be, shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure. All requests for information made pursuant to this Section 5.3 shall be directed to an executive officer of Seller or any Company or such other Persons as may be designated by Seller.

Access. Landlord or Landlord’s agents shall have the right to enter the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (a48) Prior hours prior written notice to March 31Tenant, 1997to examine the same and to show them to prospective purchasers of the building, Purchaser mayand to make such repairs, through its employeesalterations, agents improvements or additions as Landlord may reasonably deem necessary or desirable, and representativesLandlord shall be allowed to take all material into and upon said Premises that may be required therefore, make without the same constituting an eviction of Tenant in whole or cause to be made such investigation of Seller, its Records in part and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys and accountants to, furnish Purchaser with such financial and operating data and other information as Purchaser from time to 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 Rent reserved shall in any no way affect ▇▇▇▇▇ while said repairs, alterations, improvements, or otherwise diminish the representationsadditions are being made, warranties and covenants by reason of Seller hereunderloss or interruption of business of Tenant, or otherwise; provided, however, that Purchaser shall advise Seller as soon as practicable after it obtains knowledge of any breach Landlord diligently pursues such repairs, alterations, improvements or nonperformance additions. During the six (6) month period prior to the expiration of the representationsterm of this Lease or any renewal term, warranties unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or covenants of Seller. (b) Purchaser will holdpurchasers, and will cause place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to 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 accordance therewith, Tenant is required to maintain the privacy of its authorized representatives (including its investors patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and lending institutions) to hold, Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser in connection accordance with the transactions contemplated by terms of this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of PurchaserLease.

Access. (a) Prior to March 31the Closing, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller Company shall, and shall cause its Subsidiaries to, give RSI and VANTAS and their respective officers, attorneys 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 personnel, properties, financial statements, contracts, books, records, working papers and other relevant information pertaining thereto of the 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 transaction to sell securities of the Company in connection with the HQ Merger or obtain a credit facility to finance VANTAS's obligations pursuant to the UK Agreement and RSI's obligations pursuant to the Stock Purchase Agreement and in their investigation of the business of the Company and its Subsidiaries, including by furnishing copies of data or information pertaining to the business of the Company and its Subsidiaries on a confidential basis for purposes of due diligence or, 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 Purchaser with to RSI and VANTAS and their respective officers, employees, representatives, counsel and accountants such financial financial, tax and operating data and other information with respect to the business, properties and assets of the Company and its Subsidiaries as Purchaser RSI and VANTAS or any such person shall from time to 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 representations, warranties and covenants of Seller 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 documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 thereofCompany shall, and shall maintain such confidence except 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 extent such information comes into business, assets, financial condition, results of operations and prospects of the public domain through no fault of PurchaserCompany.

Access. Upon execution of this Agreement until the Closing Date, subject to the limitations expressly set forth in this Agreement, Seller shall provide Purchaser and its Representatives reasonable access to the Assets operated by Seller or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) Prior violating applicable Laws, (b) violating any obligations to March 31any Third Party, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation (c) waiving any legal privilege of Seller, any of its Records Affiliates or its counselors, attorneys, accountants or consultants, and the Business as Purchaser deems necessary or advisable and shall have full access (d) to the auditors 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 attorneys Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of Sellerthe business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall permit use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser and its employees, agents and representatives, on reasonable notice, to have gain access during normal business hours from any Third Party to its premises, personnel and Records. whom Seller shall cooperate owes obligations including to provide gain access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably 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 Third Party operated Assets to time shall reasonably request, including, but not limited to, Seller's balance sheets for inspect the Business as condition of December 31, 1995 and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller hereundersame; provided, however, that Purchaser Seller 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 documents and information concerning Seller and the Business furnished have no liability to Purchaser (or otherwise be in connection with the transactions contemplated by breach of this Agreement (except agreement) for failure to the extent that obtain such information can be shown to have been (i) previously known by Purchaseroperator’s permission, (ii) in obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the public domain through no fault of PurchaserRecords, or and (iii) later lawfully acquired by Purchaser from other sources) and will not release grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and designee shall have agreed the right to treat such information as confidential. In accompany Purchaser and its Representatives whenever they are on site on the event that the transactions contemplated herein are not consummated for any 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 extent such information comes into the public domain through no fault of PurchaserAssets.

Access. (a) Prior Seller will give to March 31, 1997, Purchaser may, through its employees, agents Buyer and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on Buyer's representatives reasonable notice, to have access during normal business hours to its premisesSeller's properties, personnel and Records. Seller shall cooperate to provide access to its Customersbooks, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shallrecords, and shall cause its officerspersonnel files related solely to the Operations, attorneys and accountants to, furnish Purchaser with will allow such persons to make copies (at Buyer's expense) of all of such documents and all such financial and operating data and other information as Purchaser 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 shall reasonably request, including, but not limited to, or in any manner which interferes with the normal conduct of Seller's balance sheets 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 Business as purposes of December 31, 1995 and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller hereunderthis transaction; provided, however, that Purchaser any such documents, data, or other materials shall advise not be deemed confidential for purposes of this paragraph to the extent that the same (1) is a part of the public domain at the time of disclosure, (2) subsequently becomes a part of the public domain by publication or otherwise through no fault of Buyer or its representatives, (3) may be shown by Buyer to have been contained in a writing in its possession at the time of disclosure, which information had not been wrongfully acquired, directly or indirectly, from Seller as soon as practicable after it obtains knowledge 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 breach rights of, or nonperformance obligations to, Seller. Such examination and investigation by Buyer shall not operate as a waiver of, or limit in any way, the warranties and representations 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 documents and information concerning Seller and the Business furnished to Purchaser in connection with hereunder. If for any reason the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reasonconsummated, Purchaser will, then upon Seller's written request by Seller, promptly Buyer shall return to Seller (and not thereafter use in its own business or otherwise, or disclose the contents of) all copies of any Schedulesdocuments, statements, documents data and other materials respecting Seller's business furnished to or other written information obtained in connection herewith, without retaining any copies by Buyer or summaries thereof, and shall maintain such confidence except to the extent such information comes into the public domain through no fault of Purchaserits representatives from Seller or its representatives.

Access. (a) Prior to March 31the Closing, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller Companies shall, and shall cause their respective Subsidiaries to, give VANTAS and its respective officers, attorneys 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 personnel, properties, financial statements, contracts, books, records, working papers and other relevant information pertaining thereto each of the Companies and their respective Subsidiaries and shall request and use commercially reasonable efforts to cause their respective employees, counsel, auditors and financial advisors to cooperate with VANTAS in their preparation of any rating agency presentation materials, private placement prospectus or offering memorandum, syndication book or similar marketing materials ("Financing Materials") in connection with a transaction to sell securities of HQ in connection with the HQ Merger or obtain a credit facility to finance VANTAS' obligations pursuant to this Agreement and RSI's obligations pursuant to the Stock Purchase Agreement and in their investigation of the businesses of each of the Companies and their respective Subsidiaries on a consolidated basis, including by furnishing copies of data or information pertaining to the businesses of the Companies and their respective Subsidiaries for purposes of due diligence or, 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 Purchaser with to VANTAS and its respective officers, employees, representatives, counsel and accountants such financial financial, tax and operating data and other information with respect to the business, properties and assets of each of the Companies and their respective Subsidiaries as Purchaser VANTAS or any such person shall from time to 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 representations, warranties and covenants of Seller 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 documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 thereofCompanies shall, and shall maintain such confidence except 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 extent such information comes into business, assets, financial condition, results of operations and prospects of the public domain through no fault of PurchaserCompanies.

Access. (a) Prior to March 31From and after the Closing, 1997Buyer shall cause Newco, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records the Company and the Business as Purchaser deems necessary or advisable and shall have full access Sold Subsidiaries to the auditors and attorneys of Seller. Seller shall permit Purchaser provide H&H Group and its employeesauthorized representatives with reasonable access (for the purpose of examining and copying), agents and representatives, on reasonable notice, to have access during normal business hours upon reasonable notice and in a manner so as not to its premisesinterfere unreasonably with the normal business operations of Buyer, personnel Newco, the Company and Records. Seller shall cooperate the Sold Subsidiaries to provide access the personnel, books and records of Newco, the Company and the Sold Subsidiaries with respect to its Customersperiods or occurrences prior to the Closing Date in connection with (a) the preparation of Tax Returns, suppliersor (b) compliance, lenders financial reporting (including financial audits of historical information) and such other parties as Purchaser may reasonably request. Seller shall, accounting matters and shall cause its officers, attorneys and accountants to, furnish Purchaser with such financial and operating data and other information as Purchaser from time (c) any indemnity claim pursuant to 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 representations, warranties and covenants of Seller indemnification 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 Purchaser 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 advise Seller as soon as practicable after it obtains knowledge provide H&H Group with a final, year-to-date trial balance for Newco, the Company and the Sold Subsidiaries through the Closing Date, which trial balance shall be prepared on a basis consistent with the Financial Statements and the Company's historical practices. Unless otherwise consented to in writing by H&H Group, Buyer shall not, and shall not permit the Company, Newco or any of its Subsidiaries to, for a period of seven (7) years following the Closing Date, destroy, alter or otherwise dispose of any breach or nonperformance books and records of the representationsCompany, warranties Newco or covenants its Subsidiaries, or any portions thereof, relating to periods prior to the Closing Date without first giving reasonable prior notice to H&H Group and offering to surrender to H&H Group such books and records or such portions thereof. The provisions of 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 this Section 7.05 shall survive the consummation of law, all documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party binding on all successors and shall have agreed to treat such information assigns of Buyer, Newco, the Company and their Subsidiaries and Affiliates, as confidential. In the event that the transactions contemplated herein are not consummated for any 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 extent such information comes into the public domain through no fault of Purchasercase may be.

Access. (a) Prior During the Pre-Closing Period, the Purchaser will have the right to March 31conduct, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access 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 premisesbusiness, personnel including all operational, legal, regulatory and Recordsfinancial matters relating to the Company and its business. Seller During the Pre-Closing Period, the Company shall cooperate permit the Purchaser and its representatives to provide (i) inspect all of the foregoing, (ii) have reasonable access to its Customers, suppliers, lenders the officers and such other parties as Purchaser may reasonably request. employees of the Company with the prior written consent of Seller shall(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 shall the Company will, and will use commercially reasonable efforts to cause its such officers, attorneys employees and accountants other Persons to, furnish Purchaser reasonably cooperate with such financial inspections, and operating data and other information as Purchaser from time promptly respond to time any requests for additional information. All of the requirements of this Section 6.2(a) shall reasonably requestbe subject to: (A) any prohibitions or limitations of applicable Law, including, but not limited to, Seller's balance sheets for (B) the Business as of December 31, 1995 and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser shall advise Seller as soon as practicable after it obtains knowledge terms of any breach Contract entered into prior to the date hereof to which Seller or nonperformance 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 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 preserve the attorney-client privilege of the representations, warranties or covenants of SellerCompany. (b) Purchaser During the Pre-Closing Period, the Company will holdhave the right to conduct, during normal business hours and will cause its authorized representatives (including its investors upon reasonable prior notice, such inspections as it may reasonably require for purposes of obtaining requisite Consents and lending institutions) to holdGovernmental Approvals, in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements monitoring the business and affairs of law, all documents Parent and information concerning Seller and the Business furnished to Purchaser in connection with otherwise completing the transactions contemplated by this Agreement (except hereby with respect to the extent that such information can be shown Parent Companies and their respective businesses, including all operational, legal, regulatory and financial matters relating to have been 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) previously known by Purchaserinspect all of the foregoing, (ii) in have reasonable access to the public domain through no fault officers and employees of Purchasersuch entity with the prior written consent of Parent or its Subsidiaries, as applicable (which discussions shall not be deemed by Parent or the Purchaser to be a violation of any confidentiality agreement) and (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such request additional information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party concerning all of the confidential nature of such information foregoing, and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 thereofParent shall, and shall maintain use commercially reasonable efforts to cause such confidence except 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 information comes into Contract (it being agreed that Parent and the public domain through no fault 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 Purchaseroutside counsel are necessary to preserve the attorney-client privilege of any Purchaser Company.

Access. (a) Prior Patheon shall provide the Client with reasonable access at mutually agreeable times to March 31its Manufacturing Site in which the Product is manufactured, 1997stored, Purchaser mayhandled or shipped in order to permit the Client's verification of Patheon's compliance with the Patheon Manufacturing Responsibilities and with all applicable Laws. Patheon agrees to permit the Client to review Patheon’s standard operating procedures for the manufacture of the Product and those associated with the general facilities, through its employeesequipment, agents or procedures required for compliance with cGMPs or DEA requirements. For greater certainty, the right of access provided in this Section 7.5 shall not include a right to access or inspect Patheon’s financial records. Patheon shall [ * ] obtain the right for the Client to have similar inspection rights with respect to all third party suppliers used by Patheon to provide the Components. If deficiencies are found by the Client during the course of such inspections, the parties will promptly meet to discuss and representativesresolve them, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary Client will be entitled to make reasonable follow up inspections to monitor correction of the deficiencies. Patheon shall notify the Client of any inspections by, or advisable and communications with, any governmental agency involving the Product. Patheon shall have full access furnish to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys and accountants Client all material information supplied to, furnish Purchaser with or supplied by, such financial and operating data and other information as Purchaser from time to 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 regulatory Authority or otherwise diminish the representations, warranties and covenants of Seller 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 documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except third party supplier to the extent that such information can be shown report relates to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of PurchaserProduct, or the ability of Patheon to supply such Product, within three (iii3) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party Business Days of the confidential nature their receipt of such information and shall be directed or delivery of such information, as the case may be. Patheon will promptly correct any deficiencies noted by governmental agencies in any such party and shall have agreed to treat such information as confidentialinspections. In the event that the transactions contemplated herein are not consummated for any reason[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, Purchaser willMARKED BY BRACKETS, upon request by SellerHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, 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 extent such information comes into the public domain through no fault of PurchaserAS AMENDED.

Access. Subject to applicable Law, during the Interim Period, Sellers (a) Prior to March 31, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser give Buyer and its employees, agents and representatives, on Representatives reasonable notice, to have access during normal business hours to its premisesthe offices, personnel and Records. Seller shall cooperate to provide access to its Customersproperties, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys employees, accountants, auditors, counsel and accountants toother representatives, books and records of Sellers, (b) shall furnish Purchaser with to Buyer and its Representatives such financial financial, operating and operating property data related to the Acquired Assets and other information as Purchaser from time to time shall Buyer and its Representatives reasonably request, including, but not limited to, Seller's balance sheets for and (c) shall cooperate reasonably with Buyer in its investigation of the Business as of December 31, 1995 Business. It is acknowledged and September 30, 1996. No understood that no investigation by Purchaser Buyer or other information received by Buyer shall in any way affect operate as a waiver or otherwise diminish the representationsaffect any representation, warranties and covenants of Seller warranty or other agreement given or made by Sellers hereunder; provided, however, . Buyer agrees that Purchaser shall advise Seller as soon as practicable after it obtains knowledge any on-site inspections of any breach Acquired Real Property shall be conducted in the presence of Sellers or nonperformance their Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the representationsAcquired Real Property by Sellers. Buyer agrees to indemnify and hold Sellers and their Affiliates and their respective Representatives harmless of and from all actions, warranties or covenants of Seller. (b) Purchaser will holdsuits, claims, investigations, fines, judgments, damages, losses, deficiencies, liabilities, costs and will cause its authorized representatives expenses (including its investors attorneys’ fees and lending institutionsexpenses) that arise out of or relate to hold, in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by physical injuries arising from Buyer’s inspection of the Acquired Assets (other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except than to the extent that any of the foregoing results from the gross negligence or the willful misconduct of the Person seeking such information can be shown indemnification), and notwithstanding anything to have been (i) previously known by Purchaser, (ii) the contrary in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons obligation to indemnify shall survive Closing or any termination of this Agreement. All information obtained pursuant to this Section 6.4 shall be informed by such party subject to the terms and conditions of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of PurchaserConfidentiality Agreement.

Access. (a) Prior At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to March 31occur of (x) the termination of this Agreement pursuant to Article VIII and (y) the Effective Time, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and Company shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser afford Parent and its employeesaccountants, agents legal counsel and representativesother representatives full and complete access during normal business hours, on upon reasonable notice, to have access during normal business hours the assets (including the Company IP, design processes and source code), properties (including the right to its premisesconduct an environmental site assessment and audit of the properties), books and records and personnel of the Company to enable Parent to obtain all information concerning the business, including the status of product development efforts, properties, results of operations and Records. Seller shall cooperate to provide access to its Customerspersonnel of the Company, suppliers, lenders and such other parties as Purchaser Parent may reasonably 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 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 representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser no information or knowledge obtained by Parent in any investigation conducted pursuant to this Section 6.6 shall advise Seller as soon as practicable after it obtains knowledge of affect or be deemed to modify any breach representation or nonperformance warranty of the representationsCompany set forth herein or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated hereby, warranties including the Merger, or covenants the remedies available to the parties hereunder; and provided further, that the terms and conditions of Sellerthe Confidentiality Agreement (as amended pursuant to Section 6.9) shall apply to any information provided to Parent pursuant to this Section 6.6. (b) Purchaser will holdIn particular, but without limitation, from 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 after the date of law, all documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that Parent and its agents, contractors and representatives shall have the right and privilege of entering upon all properties leased or occupied by the Company or any of its Subsidiaries and of reviewing the Company’s books and records regarding such Persons properties from time to time as needed to make any inspections, evaluations, surveys or tests which Parent may deem necessary or appropriate. Parent’s exercise of its right to inspect such properties, or Parent’s election not to inspect any property, shall in no way be informed interpreted as a waiver of any of Parent’s rights or remedies contained in this Agreement, including, without limitation, Parent’s right to rely upon the Company’s representations and warranties in this Agreement. (c) Parent and the Company agree to mutually cooperate in testing the Company’s IT systems for compatibility and interoperability with Parent’s IT systems and in other like matters as reasonably requested by such party Parent prior to Closing. In particular, but without limitation, from and after the date of the confidential nature satisfaction of such the condition set forth in Section 7.1(b), the Company shall provide to Parent the information described on Schedule 6.6(c) for purposes of allowing Parent to test its internal business systems ability to accept and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of Purchaserprocess Company data.

Access. Purchaser shall permit: ------ (a) Prior the Company, the Stockholders and their respective advisers to March 31have reasonable access to all properties, 1997books, accounts, records, Contracts, files, correspondence, tax records, and documents of or relating to Purchaser mayand to discuss such matters with the executive officers of Purchaser; Purchaser shall make available to the Company and the Stockholders and their respective advisers, through its employeesprior to the filing of same, agents and representativesa copy of any materials, make reports or cause statement to be made such investigation of Sellerfiled with the SEC or any other Governmental Authority, and all other information concerning its Records business and properties as the Company and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser Stockholders may reasonably request. Seller shall; (b) 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 shall cause 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 such discussions and provided that such discussions are coordinated with representatives of 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 harm the relationship which Purchaser has with its officers, attorneys and accountants to, furnish Purchaser with such financial and operating data and other information as Purchaser from time to 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 representations, warranties and covenants of Seller hereunderemployees; provided, however, that Purchaser any investigation pursuant to this Section shall advise Seller be conducted -------- ------- in such manner 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) not to hold, in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser in connection interfere unreasonably with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) businesses and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault operations of Purchaser.

Access. (a) Prior to March 31During the Pre-Closing Period, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause 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 employees and authorized representatives, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, attorneys 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 toand (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, furnish Purchaser with further, that such financial and operating data and 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 as Purchaser from time which in Seller’s good faith opinion is sensitive or the disclosure of which could subject Seller or any of its Affiliates to time risk of liability. If the foregoing access involves entry onto any properties of the Sold Companies, Seller shall be entitled to have a representative of Seller accompany Buyer or its authorized representatives at all times. Notwithstanding anything to the contrary in this Agreement, Seller and the 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 requestlikely to (w) include competitively sensitive information (in which case such information shall be disclosed in compliance with the Joint Defense Agreement), including(x) jeopardize any attorney-client privilege, but not limited toor (y) violate any applicable Law or Order, Seller's balance sheets (B) information relating to any sale or divestiture process conducted by Seller or its Affiliates for the Business as or Seller’s or its Affiliates’ (or their Representatives’) evaluation of December 31the Business in connection therewith, 1995 and September 30including projections, 1996. No investigation by Purchaser shall in financial or other information relating thereto, or (C) any way affect consolidated, combined, unitary or otherwise diminish similar Tax Return of which Seller or any of its Affiliates (other than the representations, warranties and covenants of Seller hereunderSold Companies) is the common parent or any other information relating to Taxes or Tax returns other than information relating solely to the Sold Companies; provided, however, that Purchaser Seller shall advise Seller as soon as practicable after it obtains knowledge of any breach or nonperformance of the representationscooperate with Buyer and shall use commercially reasonable efforts to design and implement alternative disclosure arrangements and, 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 documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that available, use such information can be shown alternative disclosure arrangements to have been (i) previously known by Purchaserprovide information, (ii) in documents, and access to the public domain through no fault of PurchaserBuyer and its representatives, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Personagents, except its auditorsemployees, attorneyscounsel, financial advisors and other consultants and advisors in 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 lending institutions (including banks) in connection with effect following the execution and delivery of this AgreementAgreement until the Closing, it being understood that such Persons and all information obtained pursuant to this Section 5.2 shall be informed by such party of kept confidential in accordance with the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of PurchaserConfidentiality Agreement.

Access. (a) Prior Between the date of this Agreement and the Closing, Seller shall give to March 31Buyer, 1997its officers, Purchaser mayagents, through its employees, agents counsel, accountants, engineers and other representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full reasonable access to the auditors premises and attorneys of Seller. Seller shall permit Purchaser books and its employees, agents and representatives, on reasonable noticerecords relating to the System and, to have access during normal business hours the extent permitted by Law, cause Seller’s employees to its premises, personnel and Records. Seller furnish to Buyer such information related to the System as Buyer shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys and accountants to, furnish Purchaser with such financial and operating data and other information as Purchaser from time to time shall reasonably request, including, but not limited to, Seller's balance sheets request for the Business as purposes of December 31preparing for the transition of the System to Buyer or any other reasonable purpose relating to the transactions contemplated by this Agreement, 1995 including strand mapping that is performed in an unintrusive manner and September 30, 1996. No investigation by Purchaser shall in any way a manner that does not affect the operation or otherwise diminish performance of the representations, warranties and covenants of Seller hereunderSystem; provided, however, that Purchaser any such investigation shall advise be conducted (a) during normal business hours and (b) in such a manner as not to interfere with the operation of the System. Notwithstanding the foregoing, (i) no environmental sampling or other testing may be performed without Seller’s prior written consent, which consent may be given or withheld in Seller’s sole discretion, and (ii) Buyer will not contact any employee, independent contractor, customer or supplier of Seller with respect to this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, provided that the preceding limitation shall not apply to reasonable contacts made by Buyer with independent contractors and suppliers of Seller if such contacts do not interfere with or negatively affect the conduct of the Business or the operation of the System. Buyer agrees to indemnify and hold Seller harmless in full from and against all losses, liabilities, damages, costs, assessments, fines, interest, penalties, deficiencies and other obligations and expenses (including customer claims, losses of subscribers, termination of services and reasonable out-of-pocket attorneys’ fees and expenses) (collectively, “Losses”) arising out of any testing and sampling by Buyer to which Seller may consent to pursuant to this Section 7.1. Buyer agrees that any Losses suffered by Seller as soon as practicable after it obtains knowledge contemplated by the previous sentence shall not: (i) constitute a breach by Seller of any breach or nonperformance of the its 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 documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by under this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, or any Ancillary Agreement; (ii) cause the failure of any closing condition set forth in the public domain through no fault of Purchaser, Article X to be met; or (iii) later lawfully acquired by Purchaser from other sources) and will not release cause, or disclose such information be the basis for, any adjustment to the Cash Payment set forth in Section 4.3 (including due to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with loss of subscribers). Buyer acknowledges that any information made available to Buyer pursuant to this Agreement, it being understood that such Persons shall be informed by such party Section 7.1 is subject to the terms of the confidential nature of such information Non-Disclosure Agreement and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of PurchaserSection 8.3.

Access. (a) Prior Between the date of this Option Agreement and the Closing Date, Sellers will, and will cause each Casablanca Subsidiary to, afford to March 31the authorized representatives and agents of the Buyer free and reasonable access to and the right to inspect the assets, 1997properties, Purchaser maybooks and records thereof and their respective Affiliates to the extent related to any Casablanca Subsidiary or any Casablanca Property, through its employeesand will furnish, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys and accountants furnished to, furnish Purchaser with the Buyer such additional financial and operating data and other information regarding the same as Purchaser the Buyer may from time to time shall reasonably requestrequest and is available to Sellers or any Casablanca Subsidiary. Sellers will, including, but not limited and will cause each Casablanca Subsidiary to, make reasonably available for conference any of their respective officers and employees and will attempt to make available their respective agents vendors or suppliers who are involved in the business conducted at any Casablanca Property as reasonably requested by the Buyer and will supply, or cause to be supplied, to the Buyer all other information that the Buyer deems necessary to review the Casablanca Property as is available to Sellers or any Casablanca Subsidiary. The Buyer and the Buyer’s agents, representatives and designees will also have the continuing right until the Closing to enter in and upon the Casablanca Properties to inspect, examine, survey and make any borings, soil bearing tests, monitoring ▇▇▇▇▇, or other physical tests and any other engineering, structural, building system, environmental, architectural or landscaping test, drawings, investigations, analyses or surveys which the Buyer deems necessary or appropriate, subject to the prior written approval of Seller's balance sheets for , which approval shall not be unreasonably withheld. Any access pursuant to this Section 6.2(a) shall be subject to the Business terms of the applicable Property Lease. (b) The Buyer will cooperate with Sellers to conduct the inspections, examinations, surveys, tests, drawings, investigations, analyses, surveys, reviews and interviews contemplated in this Section 6.2 in such a manner as to cause as little disruption to the business conducted at the Casablanca Properties as possible, and the Buyer will indemnify, defend and save the Sellers harmless from any Damages incurred by the Sellers to the extent such Damages are caused by Buyer’s or its employees’, contractors’ or representatives’ negligence in the performance of December 31such inspections, 1995 examinations, surveys, analyses, tests, drawings, investigations, surveys, reviews and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller hereunderinterviews; provided, however, that Purchaser in no event 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 documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can Buyer be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated liable for any reason, Purchaser will, upon request by Seller, promptly return to Seller all copies Damages based solely on its discovery 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 extent such information comes into the public domain through no fault of Purchaserpre-existing conditions.

Access. (a) Prior to March 31, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on Upon reasonable notice, from the date hereof through the Closing Date, the Sellers shall afford to have the officers, employees, accountants, legal counsel and other representatives of the Buyer full access upon reasonable prior notice and during normal business hours to its premisesall of the properties, personnel books, contracts, commitments, SAP data bases and Recordsassociated files, file structure and file field definitions, Financial Information and records of the Sellers related to the Purchased Assets. Seller Buyer shall cooperate be entitled to provide conduct appraisals of all or any portion of the Purchased Assets and to conduct inspections thereof. In addition, Sellers shall grant Buyer limited access (with Florsheim's participation in such contacts) to its the Major Customers, suppliers, lenders the Major Suppliers and such other parties as Purchaser may reasonably request. Seller shall, the lessors of the Purchased Stores and shall cause its officers, attorneys and accountants to, furnish Purchaser reasonably cooperate with Buyer in communicating with such financial persons. Nothing in this Agreement shall prevent Buyer or its Affiliates from initiating or having contact with any Person (including Major Customers, Major Suppliers and operating data the lessors of the Purchased Stores) in the ordinary course of Buyer's business, provided that prior to the Effective Time of Closing Buyer shall have no discussion regarding this Agreement or the Sellers (except to confirm information publicly disclosed by the Sellers or to state that such matters cannot be discussed) except with Florsheim's participation. Between the date hereof and other the Closing Date, the Sellers shall use commercially reasonable efforts to make available to Buyer the services of the Sellers' information technology employees as Purchaser from time to time shall reasonably requestrequested by Buyer, 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 representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser any request that, in the Sellers' discretion, would significantly interfere with the ordinary course operation of the Sellers' business would not be reasonable for this purpose. If Buyer expressly requests that Sellers use their best efforts to retain the services of a particular information technology employee, Buyer shall advise Seller as soon as practicable after it obtains knowledge reimburse the Sellers for the Sellers' costs (including salary and benefits but not corporate overhead), determined on an hourly basis, of continuing to employ any such information technology employee, and Buyer shall reimburse the Sellers for the full cost of any breach or nonperformance of severance obligations incurred by the representations, warranties or covenants of Seller. (b) Purchaser will hold, and will cause its authorized representatives (including its investors and lending institutions) Sellers with respect to hold, in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that any such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of Purchasertechnology employee.

Access. (a) Prior From and after the date hereof and up to March 31and including the Closing Date (or earlier termination of this Agreement) but subject to applicable laws, 1997the other provisions of this Section 10.1 and obtaining any required consents of Third Parties, Purchaser mayincluding Third Party operators of the Assets (with respect to which consents Seller shall use commercially reasonable efforts to obtain), through Seller shall afford to Buyer and its officers, employees, agents agents, accountants, attorneys, investment bankers and representativesother authorized representatives (“Buyer’s Representatives”) full access, make or cause to be made such investigation of Seller, its Records during normal business hours and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on upon reasonable notice, to have access the Assets and all Records and other documents in Seller’s or any their respective Affiliates’ possession relating primarily to the Assets. Seller shall also make available to Buyer and Buyer’s Representatives, upon reasonable notice during normal business hours hours, Seller’s personnel knowledgeable with respect to its premisesthe Assets in order that Buyer may make such diligence investigation as Buyer considers necessary or appropriate. All investigations and due diligence conducted by Buyer or any Buyer’s Representative shall be conducted at Buyer’s sole cost, personnel risk and Recordsexpense 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) Buyer shall be entitled to conduct a non-invasive environmental site assessment with respect to the Assets. Seller or its designee shall cooperate have the right to provide accompany Buyer and Buyer’s Representatives whenever they are on site on the Assets. Notwithstanding anything herein to the contrary, Buyer shall not have access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shallto, and shall cause its officers, attorneys and accountants to, furnish Purchaser not be permitted to conduct any environmental due diligence with respect to any Assets where Seller does not have the authority to grant access for such financial and operating data and other information as Purchaser from time to 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 representations, warranties and covenants of Seller hereunderdue 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 Purchaser shall advise Seller as soon as practicable after it obtains knowledge the execution by Buyer of any breach or nonperformance a customary boarding agreement may be a condition of the representations, warranties or covenants of Sellersuch access. (bc) Purchaser will holdBuyer 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 will cause any Third Party operator’s, safety rules, regulations and operating policies while conducting its authorized representatives (due diligence evaluation of the Assets including its investors any environmental or other inspection or assessment of the Assets. Buyer hereby agrees to defend, indemnify and lending institutions) 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 holdany field visit, environmental property assessment, or other due diligence activity conducted by Buyer or any Buyer’s Representative with respect to the Assets, even if such Liabilities arise out of or result from, solely or in part, the sole, active, passive, concurrent or comparative negligence, strict confidence, unless compelled to disclose by judicial liability or administrative process other fault or official request violation of Law of or by any such Third Party operator or owner or Seller Indemnified Party, excepting only Liabilities actually resulting on the account of the gross negligence or willful misconduct of such person. (d) Upon Seller’s request, Buyer agrees to provide Seller promptly, but not later than the Environmental Claim Date, copies of all reports, test results, and other requirements documentation and data prepared or compiled by Buyer and/or any of lawBuyer’s Representatives and which contain information collected or generated from Buyer’s due diligence with respect to the Assets. Seller shall not be deemed by its receipt of said documents or otherwise to have made any representation or warranty, expressed, implied or statutory, as to the condition to the Assets or to the accuracy of said documents or the information contained therein. (e) Upon completion of Buyer’s due diligence, Buyer shall at its sole cost and expense and without any cost or expense to Seller or its Affiliates, (i) repair all documents and information concerning Seller and damage done to the Business furnished to Purchaser Assets in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by PurchaserBuyer’s due diligence in accordance with recognized industry standards or requirements of Third Party operators, (ii) in restore the public domain through no fault Assets to the approximate same or better condition than existed prior to commencement of PurchaserBuyer’s due diligence, or to the full extent of any damage related to Buyer’s due diligence, and (iii) later lawfully acquired by Purchaser from remove all equipment, tools or 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) property brought onto the Assets in connection with this AgreementBuyer’s due diligence. Any disturbance to the Assets (including, it being understood without limitation, any real property, platform or other fixtures associated with such Assets) resulting from Buyer’s due diligence will be promptly corrected by Buyer. (f) During all periods that such Persons Buyer, and/or any of Buyer’s Representatives are on the Assets, Buyer shall be informed by such party maintain, at its sole expense and with insurers reasonably satisfactory to Seller, policies of insurance of the confidential nature of such information types and shall in the amounts reasonably requested by Seller. Coverage under all insurance required to be directed carried by such party 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 have agreed (v) provide for 30 days’ prior notice to treat such information as confidential. In Seller in the event that of cancellation or modification of the transactions contemplated herein are not consummated for any reason, Purchaser will, upon policy or reduction in coverage. Upon request by Seller, promptly return Buyer shall provide evidence of such insurance 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 prior to entering upon the extent such information comes into the public domain through no fault of PurchaserAssets.

Access. (a) Prior to March 31For purposes of furthering the Transactions, 1997during the period from the date of this Agreement until the Effective Time or, Purchaser mayif earlier, through the termination of this Agreement in accordance with its employeesterms, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and Company shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser (i) afford Parent and its employees, agents and representatives, on Representatives reasonable notice, to have access during normal business hours upon reasonable advance notice to the Company, to its premisesand its Subsidiaries’ officers, personnel employees, properties, contracts, commitments, books and Recordsrecords 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 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. Seller shall cooperate to provide access to its CustomersDuring such period, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller the Company shall, and shall cause its officers, attorneys and accountants Subsidiaries to, furnish Purchaser 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 such financial the normal operations of the Company or any of its Subsidiaries and operating data and other information as Purchaser from time (ii) coordinated through the Chief Executive Officer of the Company or a designee thereof. (b) Notwithstanding anything to time the contrary contained in this Section 5.3, neither the Company nor its Subsidiaries nor their respective Representatives shall reasonably requestbe required to provide any access, includingor make available any document, but not limited tocorrespondence or information, Seller's balance sheets for if doing so would, in the Business as reasonable judgment of December 31the Company’s outside legal counsel, 1995 and September 30(i) jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, 1996. No investigation or operation of the business, of the Company or any of its Subsidiaries or (B) Material Company Contract to which the Company or any of its Subsidiaries is party or by Purchaser shall in which any way affect of their assets or otherwise diminish the representations, warranties and covenants of Seller hereunderproperties are bound; provided, however, that Purchaser in such instances the Company shall advise Seller as soon as practicable after it obtains knowledge of any breach or nonperformance inform Parent of the representationsgeneral nature of the information being withheld and the basis for withholding and, warranties upon Parent’s request, reasonably cooperate with Parent to provide such information, in whole or covenants in part, in a manner that would not result in any of Sellerthe outcomes described in the foregoing clauses (i) 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. (bc) Purchaser will hold, No investigation by Parent or its Representatives shall affect or be deemed to modify or waive the representations and will cause its authorized representatives warranties of the Company set forth in this Agreement. (including its investors and lending institutionsd) The Parties hereby agree that all information provided to hold, in strict confidence, unless compelled to disclose by judicial them or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) their respective Representatives in connection with this Agreement and the consummation of the Transactions shall be governed in accordance with the Confidentiality Agreement, it being understood that such Persons dated as of May 8, 2014, between the Company and Parent (the “Confidentiality Agreement”), which shall be informed by such party of the confidential nature of such information continue in full force and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, upon request by Seller, promptly return to Seller all copies of any Schedules, statements, documents or other written information obtained effect in connection herewith, without retaining any copies or summaries thereof, and shall maintain such confidence except to the extent such information comes into the public domain through no fault of Purchaseraccordance with its terms.

Access. (a) Prior Upon reasonable prior notice to March 31, 1997Seller, Purchaser mayand its agents, through its employees, agents consultants, lenders and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and representatives shall have full reasonable access to the auditors Property and attorneys all books and records for the Property that are in Seller’s possession or control for the purpose of Seller. Seller shall permit Purchaser conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and its employees, agents environmental inspections and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shalltests, and shall cause its officersany other inspections, attorneys and accountants tostudies, furnish Purchaser with such financial and operating data and other information as Purchaser from time to time shall or tests 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 required by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller hereunderPurchaser; 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 advise Seller as soon as practicable after it obtains knowledge of any breach or nonperformance provide to Seller, at Seller’s expense, copies of the representationsresults of all such inspections, warranties studies or covenants tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are 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 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 (b2) days prior notice to Seller. In the course of its investigations, Purchaser will holdmay 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 will cause its authorized representatives Seller consents to such inquiries. Purchaser hereby indemnifies, protects, defends (including its investors with counsel reasonably acceptable to Seller) 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 documents and information concerning holds Seller and the Business furnished Property free and harmless from and against any and all costs, losses, liabilities, damages, lawsuits, judgments, actions, proceedings, penalties, demands, attorneys’ fees, mechanic’s liens, or expenses of any kind or nature whatsoever (“Claims”), to the extent caused by any entry and/or activities upon the Property by Purchaser, Purchaser’s agents, contractors and/or subcontractors, provided, however, Purchaser in connection with shall not indemnify Seller against any Claims caused by Seller’s negligence or willful misconduct, or Claims arising out of conditions that were present before Purchaser entered the transactions contemplated by this Agreement (Property, except to the extent that such information can be shown to have been Purchaser’s activities (ia) previously known by Purchaser, (ii) are unreasonable in the public domain through no fault context of the information provided to Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose reasonably evident to Purchaser, with respect to such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 thereofexisting condition, and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall maintain such confidence except to survive the extent such information comes into termination of this Agreement and the public domain through no fault of PurchaserClosing.

Access. (a) Prior Between the date of this Agreement and the Core Portfolio Closing Date, HUD Portfolio Closing Date or the Casablanca Option Closing Date, as applicable, Sellers will, and will cause each Acquired Company to, afford to March 31the authorized representatives and agents of the Buyer free and reasonable access to and the right to inspect the assets, 1997properties, Purchaser maybooks and records thereof and their respective Affiliates to the extent related to any Acquired Company or any Acquired Property, through its employeesand will furnish, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys and accountants furnished to, furnish Purchaser with the Buyer such additional financial and operating data and other information regarding the same as Purchaser the Buyer may from time to time shall reasonably requestrequest and is available to Sellers or any Acquired Company. Sellers will, including, but not limited and will cause each Acquired Company to, make reasonably available for conference any of their respective officers and employees and will attempt to make available their respective agents vendors or suppliers who are involved in the business conducted at any 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's balance sheets for , which approval shall not be unreasonably withheld. Any access pursuant to this Section 6.2(a) shall be subject to the Business as of December 31, 1995 and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser shall advise Seller as soon as practicable after it obtains knowledge of any breach or nonperformance terms of the representations, warranties or covenants of Sellerapplicable Property Lease. (b) Purchaser The Buyer will holdcooperate with Sellers to conduct the inspections, 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 business conducted at the Acquired Properties as possible, and the Buyer will cause its authorized representatives (including its investors indemnify, defend and lending institutions) to hold, in strict confidence, unless compelled to disclose save the Sellers harmless from any Damages incurred by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 Sellers to the extent such information comes into Damages are caused by Buyer’s or its employees, contractors or representatives in the public domain through performance of such inspections, examinations, surveys, analyses, tests, drawings, investigations, surveys, reviews and interviews, except that in no fault event shall Buyer be liable for any Damages based solely on its discovery of Purchaserpre-existing conditions.

Access. (a) Prior Lessor hereby grants to March 31Lessee and its respective Affiliates, 1997agents, Purchaser mayemployees and contractors (collectively, through its employees“Lessee’s Parties”) free of charge, agents an irrevocable, non-exclusive right of access to and representativesuse of those portions of the Refinery Site that are reasonably necessary for access to and/or the operation of the Relevant Assets and Additional Improvements by Lessee as a stand-alone enterprise, make or cause 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 made such investigation of Seller, its Records and provided by Lessor under the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys and accountants to, furnish Purchaser with such financial and operating data and other information as Purchaser from time to 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 representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser shall advise Seller as soon as practicable after it obtains knowledge of any breach or nonperformance terms of the representations, warranties or covenants of SellerSite Services Agreement. (b) Purchaser will holdLessor hereby retains for itself and its Affiliates, agents, employees and will cause its authorized representatives contractors (including its investors and lending institutions) collectively, “Lessor’s Parties”), the right of access to hold, in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements all of law, all documents and information concerning Seller the Premises and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been Relevant Assets (i) previously known by Purchaserto determine whether the conditions and covenants contained in this Lease are being kept and performed, (ii) in the public domain through no fault of Purchaserto comply with Environmental Laws, or and (iii) later lawfully acquired by Purchaser from other sources) to inspect, maintain, repair, improve and will not release operate the SUMF Assets and the Shared Access Facilities and any assets of Lessor located on the Premises or disclose such information to install or construct any other Personstructures or equipment necessary for the maintenance, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, upon request by Seller, promptly return to Seller all copies operation or improvement of any Schedulessuch assets or the installation, statementsconstruction or maintenance of any Connection Facilities, documents or other written information obtained all so long as such access by Lessor’s Parties does not unreasonably interfere in connection herewithany material respect with Lessee’s operations on the Premises and complies with Lessee’s rules, without retaining any copies or summaries thereof, norms and shall maintain such confidence except to procedures governing safety and security at the extent such information comes into the public domain through no fault of PurchaserPremises.

Access. (a) Prior to March 31, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access Subject to the auditors Confidentiality Agreement, from the Execution Date until the earlier of (i) termination of this Agreement and attorneys of Seller. (ii) the Closing, Seller shall permit will, (w) upon reasonable notice, give Purchaser and its employees, agents accountants, financial advisors, counsel and representatives, on other representatives reasonable notice, to have access during normal business hours to its premisesthe offices, personnel properties, books and Records. records of Seller shall cooperate relating to provide access to its Customersthe Acquired Assets, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shallthe Assumed Liabilities, and shall cause its officers, attorneys and accountants to, the Wafer Business; (x) furnish to Purchaser with such financial and operating data and other information as Purchaser from time relating to time shall reasonably requestthe Acquired Assets, includingthe Assumed Liabilities, but not limited to, Seller's balance sheets for and the Wafer Business as of December 31may be reasonably requested; and (y) instruct the executive officers and senior business managers, 1995 Employees, counsel, auditors and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants financial advisors of Seller hereunderto cooperate with Purchaser’s employees, accountants, counsel and other representatives; provided, however, 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 advise Seller be conducted in such manner as soon as practicable after it obtains knowledge of any breach or nonperformance not to interfere unreasonably with the conduct of the representations, warranties or covenants business of Seller. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would require Seller to disclose information, (i) subject to attorney-client privilege or that conflicts with any confidentiality obligations to which Seller is bound, (ii) related to pricing or other matters that are highly competitively sensitive or (iii) that would otherwise in the exercise of Seller’s good faith judgment, be inappropriate in light of the Bankruptcy Case. (b) Purchaser will holdshall cooperate with Seller and make available to Seller such documents, books, records or information Transferred to Purchaser and relating to activities of the Acquired Assets, the Assumed Liabilities, and will cause its authorized representatives (including its investors and lending institutions) the Wafer Business prior to hold, in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning the Closing as Seller and may reasonably require after the Business furnished to Purchaser Closing in connection with any Tax determination or contractual obligations to Third Parties or to defend or prepare for the transactions contemplated defense of any claim against Seller or to prosecute or prepare for the prosecution of claims against Third Parties by this Agreement (except Seller relating to the extent that such information can be shown conduct of the Wafer Business by Seller prior to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, Closing 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 any governmental investigation of Seller or any of its Affiliates; provided that any such activities pursuant to this Agreement, it being understood that such Persons provision shall be informed by conducted in such party manner as not to interfere unreasonably with the conduct of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault business of Purchaser. (c) No party shall destroy any files or records which are subject to this Section 8.2 without giving reasonable notice to the other parties, and within 15 days of receipt of such notice, any such other party may cause to be delivered to it the records intended to be destroyed, at such other party’s expense.

Access. (a) Prior Subject to March 31compliance with applicable Laws, 1997each of the Company and Parent shall (and each shall cause its Subsidiaries to): (i) afford to the other party and to its officers, Purchaser may, through its employees, accountants, consultants, legal counsel, financial advisors and agents and representativesother representatives (collectively, make or cause to be made such investigation “Representatives”) reasonable access, solely for purposes of Seller, its Records furthering the Mergers and the Business as Purchaser deems necessary other transactions contemplated hereby or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employeesintegration planning relating thereto, agents and representativesduring normal business hours, on reasonable noticeadvance 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 have access during normal business hours 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 (ii) promptly furnish the other party and its premisesRepresentatives all other information concerning its business, properties and personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shallbe 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 compliance with applicable Laws, throughout the period from the First Effective Time until the Control Date (or, as may be applicable in accordance with Section 5.20, the completion of the Post-Closing Disposition), the Company shall (and shall cause its officersSubsidiaries to) (i) afford to Parent and its Representatives reasonable access, attorneys for purposes of furthering the transactions contemplated hereby or integration planning relating thereto, during normal business hours, on reasonable advance notice of not less than two Business Days, to the Company’s and accountants toits Subsidiaries’ businesses, properties, personnel, agents, contracts, commitments, books and records, and (ii) promptly furnish Purchaser with Parent and its Representatives (A) such financial and operating data and other information concerning the Company and its Subsidiaries as Purchaser from time may be reasonably requested and is necessary or advisable in connection with any filings contemplated pursuant to time shall Section 5.6 or any Post-Closing Disposition, (B) all reports or other 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 request, including, but not limited to, Seller's balance sheets for be requested by the Business as of December 31, 1995 and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller hereunderother party; provided, howeverthat 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 Purchaser shall advise Seller as soon as practicable after it obtains knowledge of to the extent access to any breach or nonperformance information of the representationsCompany or any of its Subsidiaries requires the entry of a protective order by the STB, warranties the Company or covenants its applicable Subsidiary shall be required to grant such access only if such order is obtained, subject to the terms of Sellersuch order. (bc) Purchaser will holdThe foregoing provisions of this Section 5.3 notwithstanding, and will 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 authorized representatives (including Subsidiaries is a party, would result in a loss of privilege or trade secret protection to such party or any of its investors and lending institutions) to holdSubsidiaries, would result in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements the disclosure of law, all documents and any information concerning Seller and the Business furnished to Purchaser in connection with any litigation or similar dispute between the transactions contemplated by this Agreement (except 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 extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault risk of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidentialliability. 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 foregoing sentence, the Company or Parent, 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) Each of the Company and Parent hereby agrees that all information provided to it or any of its Representatives in connection with this Agreement and the consummation of the transactions contemplated herein are not consummated for any reason, Purchaser will, upon request by Seller, promptly return hereby shall be deemed to Seller all copies of any Schedules, statements, documents or other written information obtained in connection herewith, without retaining any copies or summaries thereofbe “Confidential Information,” as such term is used in, and shall maintain such confidence except to be treated in accordance with, the extent such information comes into confidentiality agreement, dated as of December 9, 2020, between the public domain through no fault Company and Parent (the “Confidentiality Agreement”) and, as applicable, the Clean Team Confidentiality Agreement, dated as of PurchaserMarch 10, 2021, between the Company and Parent (the “Clean Team Agreement”).

Access. (a) Prior Subject to March 31, 1997the provisions of Section 3(c), Purchaser mayor its agents, through its employees, agents consultants, inspectors, appraisers, engineers and representativescontractors (collectively, make or cause “Purchaser’s Representatives”) shall have the right, prior to be made such investigation of the Closing Date, from time to time, upon at least two (2) business days’ prior written notice to Seller, its Records to enter upon and pass through the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access Unit during normal business hours to examine and inspect the same. If Purchaser or Purchaser’s Representatives desire to conduct borings of the Unit or drilling in or on the Unit, or any other invasive testing, in connection with the preparation of an environmental audit or in connection with any other inspection of the Unit, Purchaser shall give notice thereof to Seller, which notice shall describe the scope and purpose of such inspection or testing, and Purchaser shall obtain the prior written consent of Seller thereto, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding any such inspection, or anything to the contrary herein contained, Purchaser’s obligations hereunder shall not be limited or otherwise affected as a result of any fact, circumstance or other matter of any kind relating to the physical condition of the Unit discovered following the date hereof in connection with any such inspection, access or otherwise; it being agreed that Seller is permitting Purchaser such right of inspection and access as a courtesy to Purchaser in its premisespreparation for taking title to the Property. Without limiting the generality of the foregoing, personnel (i) Purchaser agrees that it shall not have any so-called “due diligence period” and Recordsthat it shall have no right to terminate this Agreement or obtain a reduction of the Purchase Price as a result of any such fact, circumstance or other matter so discovered relating to the physical condition of the Unit, and (ii) Purchaser shall have no right to terminate this Agreement or obtain a return of the Deposit except as expressly provided in this Agreement. (b) [Intentionally Omitted]. (c) In conducting any inspection of the Unit or otherwise accessing the Unit, Purchaser and Purchaser’s Representatives shall at all times comply with all laws and regulations of all applicable governmental authorities, and neither Purchaser nor any of Purchaser’s Representatives shall (i) contact or have any discussions with any of Seller’s employees, 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 shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys and accountants to, furnish Purchaser with such financial and operating data and other information as Purchaser from time to time establish reasonable rules of conduct for Purchaser and Purchaser’s Representatives in furtherance of the foregoing. In connection with such access, Purchaser and Purchaser’s Representatives shall assume all risk associated with the current condition of the Unit. Purchaser shall schedule and coordinate all access and inspections, including, without limitation, any environmental tests, with Seller’s Representative and shall give Seller’s Representative at least two (2) business days’ prior notice thereof. Seller shall be entitled to have a representative present at all times during each such inspection or other access. In the event of any physical damage to the Property, the common elements or Seller’s equipment or facilities which Purchaser or any of Purchaser’s Representatives cause in connection with any inspections or access to the Unit, Purchaser shall, at Seller’s election, promptly restore or repair such damage substantially to its condition existing before such damage, or pay to Seller on demand the out-of-pocket cost of repairing and restoring any damage which Purchaser or Purchaser’s Representatives shall cause, and such obligation of Purchaser shall survive any termination of this Agreement. If Purchaser does not pay to Seller such cost within six (6) business days’ demand by Seller, Purchaser shall pay to Seller such cost with interest at the Default Rate. In the event Purchaser shall become entitled under any other provision of this Agreement to a return of the Deposit, the cost of any such repair or restoration not completed or paid (including, if applicable, the additional interest at the Default Rate as provided for in the immediately preceding sentence) shall be withheld from the Deposit and paid to Seller before any remaining balance of the Deposit is returned to Purchaser. All inspection fees, appraisal fees, engineering fees and other 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 Purchaser’s Representatives, and any others who gain access to the due diligence materials through Purchaser or Purchaser’s Representatives, to treat all such due diligence materials as confidential and proprietary to Seller, and shall not disclose to others, other than to any Disclosure Parties (as hereinafter defined), during the term of this Agreement (or thereafter in the event that the Closing hereunder shall not occur) any such due diligence materials whether verbal or written, or any description whatsoever which may come within the knowledge of Purchaser, Purchaser’s Representatives, or such other parties, unless, in each instance, Purchaser obtains the prior written consent of Seller. Purchaser and Purchaser’s Representatives shall not be permitted to conduct borings of the Unit or common elements or drilling in or on the Unit or common elements, or any other invasive testing, in connection with the preparation of an environmental audit or in connection with any other inspection of 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 return of the Deposit, the cost of any such repair or restoration not completed or paid shall be withheld from the Deposit and paid to Seller before any remaining balance of the Deposit is returned to Purchaser. Purchaser shall not permit any liens to be filed against the Unit and any liens against the Unit, or any portion thereof, arising from the performance of services by third-party contractors in connection with Purchaser’s access activities shall be removed by Purchaser as promptly as practicable and in any event not later than thirty (30) business days after Purchaser shall have been notified of the filing of such liens. The provisions of this Section 3(c) shall survive the Closing or any termination of this Agreement until the Survival Date set forth in Section 41 (Survival) hereof. (d) Prior to conducting any physical inspection or testing at the Unit, other than mere visual examination, including without limitation, boring, drilling and sampling of 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 any, as additional insureds, from an insurer reasonably requestacceptable to Seller, which insurance policies must have limits for bodily injury and death of not less than Five Million Dollars ($5,000,000) (Ten Million Dollars ($10,000,000) in the case of any boring, drilling or 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 making any entry upon the Unit, Purchaser shall furnish to Seller a certificate of insurance evidencing the foregoing coverages and naming Seller and the Seller Parties as an additional insureds. Such insurance coverage limits shall not limit, or be construed as a limitation on, Purchaser’s liability hereunder. (e) Purchaser shall indemnify and hold Seller and its disclosed or undisclosed, direct and indirect shareholders, officers, directors, trustees, partners, principals, members, employees, agents, affiliates, parent companies, related companies, representatives, consultants, accountants, contractors and attorneys or other advisors, and any successors or assigns of the foregoing (collectively with Seller, “Seller Parties”) harmless from and against any and all losses, costs, damages, liens, claims, liabilities or expenses (including, but not limited to, Seller's balance sheets for the Business reasonable attorneys’ fees, court costs and disbursements) as of December 31, 1995 and September 30, 1996. No investigation when incurred by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller 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 Seller Parties arising from or by other requirements reason of law, all documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been Purchaser’s and/or Purchaser’s Representatives’ (i) previously known by Purchaseraccess to, or inspection of, the Unit, (ii) in the public domain through no fault any tests or other investigations conducted by or on behalf of Purchaser, 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 lawfully acquired 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 from other sourcesor (ii) and will not release or disclose such information to provide Purchaser with a written notice explaining in reasonable detail any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 damage to the extent such information comes into the public domain through no fault of Building caused by Purchaser during Purchaser’s access and investigations.

Access. (a) Prior Subject to March 31compliance with applicable Laws, 1997the Company shall afford to Parent and to its officers, Purchaser may, through its employees, accountants, consultants, legal counsel, financial advisors and agents and representativesother representatives (collectively, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on “Representatives”) reasonable notice, to have access during normal business hours hours, upon reasonable advance notice, throughout the period prior to the earlier of the Effective Time and the Termination Date, to the Company’s and its premisesSubsidiaries’ employees, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys properties, contracts, commitments, books and accountants torecords, furnish Purchaser 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 Merger or any financial or strategic alternatives thereto, or that relate to any Alternative Proposal or Superior Proposal, in each case, for purposes reasonably related to consummating the Merger or carrying out post-Merger integration (but without limiting the Company’s obligations under Section 5.4 in respect of an Alternative Proposal or Superior Proposal). The foregoing notwithstanding, the Company shall not be required to afford such financial and operating data and access (i) if such access would, in the Company’s good-faith discretion, (x) unreasonably disrupt the operations of the Company or any of its Subsidiaries, (y) jeopardize any attorney-client or other information as Purchaser from time legal privilege or trade secret protection or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to time shall reasonably request, including, but not limited to, Seller's balance sheets for the Business as date of December 31, 1995 and September 30, 1996. No investigation by Purchaser shall in this Agreement (including any way affect confidentiality agreement to which the Company or otherwise diminish the representations, warranties and covenants any of Seller hereunderits Affiliates is a party); provided, however, that Purchaser the Company shall advise Seller as soon as practicable after it obtains knowledge of use commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which any breach or nonperformance of the representationsforegoing restrictions apply to allow access in a manner that does not result in such effect, warranties or covenants of Seller. (b) Purchaser will hold, and will cause its authorized representatives (including its investors and lending institutionsii) to hold, in strict confidence, unless compelled such information that relates to disclose by judicial the minutes of the meetings of the Board of Directors or administrative process its committees where the Board of Directors or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser in connection with any applicable committee discussed the transactions contemplated by this Agreement or any similar transaction between the Company and any other Person (except including any presentations or other materials prepared by or for the Board of Directors, whether in connection with a specific meeting, or otherwise relating to such subject matter). Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to provide any access or make any disclosure pursuant to this Section 5.3 to the extent such access or information is reasonably pertinent to a litigation where the Company or any of its Affiliates, on the one hand, and Parent, Merger Sub or any of their respective Affiliates, on the other hand, are adverse parties or reasonably likely to become adverse parties. To the extent that the Company determines doing so may be reasonably required for the purpose of complying with applicable antitrust Laws, information disclosed pursuant to this Section 5.3 may be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, provided, that such disclosure would reasonably permit the disclosure of information can be shown without violating applicable Law or jeopardizing applicable legal privilege. Notwithstanding anything to have been (i) previously known by Purchaserthe contrary in this Agreement, (ii) in the public domain through no fault of PurchaserCompany may satisfy its obligations set forth above to provide access to employees, or (iii) later lawfully acquired by Purchaser from other sources) officers, properties, contracts, commitments, books and will not release or disclose such information to records and any other Person, except its auditors, attorneys, financial advisors documents and other consultants and advisors and lending institutions information by electronic means if physical access is not reasonably feasible or would not be permitted under the applicable Law (including banksany COVID-19 Measures). (b) Parent agrees that all information provided to it or any of its Representatives in connection with this Agreement, it being understood that such Persons Agreement and the consummation of the transactions contemplated by this Agreement shall be informed by deemed to be Confidential Information, as such party of the confidential nature of such information term is used in, and shall be directed by such party treated in accordance with, the confidentiality agreement, dated as of September 20, 2022, between the Company and shall have agreed to treat such information as confidential. In Parent (the event that the transactions contemplated herein are not consummated for any 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 extent such information comes into the public domain through no fault of Purchaser“Confidentiality Agreement”).

Access. Seller will (a) Prior to March 31during ordinary business hours and upon ------ reasonable notice from Buyer, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser Buyer and its employees, agents and representatives, on reasonable notice, authorized representatives to have access during normal business hours to its premisesall Purchased Assets, personnel including without limitation books, records, offices and Records. Seller shall cooperate other facilities and properties of the Business, in order to provide access to its Customersmake such inspections, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shalltests, and investigations as Buyer shall cause deem appropriate, (b) furnish, as soon as reasonably practicable, to Buyer or its officers, attorneys and accountants to, furnish Purchaser with authorized representatives such financial and operating data and other information in Seller's possession with respect to the Purchased Assets as Purchaser Buyer may from time to time shall reasonably request, including(c) make available copies of all insurance policies covering the Purchased Assets and the Assumed Liabilities, but not limited to(d) make available to the Buyer a copy of each material report, Seller's balance sheets for schedule or other document (to the extent accessible to Seller without undue effort) filed or received by the Seller since November, 1996 with respect to the Purchased Assets with any Governmental Authority having jurisdiction over the Purchased Assets and (e) otherwise reasonably cooperate in the examination or audit of the Business as of December 31, 1995 and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller hereunderBuyer; 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 documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaserany such inspection shall be -------- -------- conducted in such a manner as to not interfere unreasonably with the operation of the Purchased Assets, (ii) neither the Seller nor the Company shall be required to take any action that would constitute a waiver of the attorney- client privilege, (iii) neither the Seller nor the Company need supply the Buyer with any information that the Seller is legally prohibited from supplying and (iv) with respect to customer data, Buyer's employees may only review customer data information at the premises of the Business and in the public domain through no fault presence of Purchaserrepresentatives of Seller and Buyer shall not make copies of such information. Without Seller's prior written consent, Buyer shall not be entitled or permitted (i) to perform or cause to be performed any invasive actions or any drilling, or (iiiii) later lawfully acquired by Purchaser from other sources) and will not release to initiate any inquiry or disclose such information request (including any inquiry or request relating to any other Personzoning variance, except zoning change or conditional use permit) directed at any governmental official with respect to the Real Property; provided, however, that nothing in this clause shall be deemed to prevent Buyer from inspecting or reviewing any or all records of any federal, state, or local governmental authority. Buyer shall immediately repair any and all damage resulting from the acts or omissions of Buyer or Buyer's agents, employees, contractors, representatives or subcontractors relating to the whole or any part of the Real Property. Buyer shall indemnify, defend and hold Seller harmless from and against any and all claims and liens arising out of the respective activities of Buyer and its auditors, attorneys, financial advisors authorized representatives in and other consultants and advisors and lending institutions (including banks) in connection with about the Real Property prior to the Closing or earlier termination of this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of Purchaser.

Access. (a) Prior Buyer and the Buyer Parties will have the right to March 31enter the Real Property, 1997, Purchaser mayat reasonable times and at their own risk and expense, through and including the Closing Date in order to confirm any existing or to conduct any further studies, inquiries, or investigations or to take inventories, survey areas, monitor conditions, prepare reports and otherwise prepare to take title to the Property, subject to the terms and conditions of this Section 4.4; provided, however, that Buyer’s purchase of the Property shall not be conditioned on the results of any such confirmation or additional studies. Buyer shall not unreasonably interfere with the use of the Property by any existing tenant, licensee or other occupant of the Real Property under any Existing Lease (“Existing Occupants,” which definition shall not include LUT) or any tenant, licensee, or other occupant of the Property under any Lease entered into after the Effective Date as authorized herein (“New Occupant” and together with the Existing Occupants, “Occupants”). Buyer shall not unreasonably interfere with Seller’s or its employeesaffiliates’ use of the Property. Buyer shall not conduct any invasive or intrusive testing, agents and representativesstudies, make or cause investigations, such as a phase two environmental assessment, without Seller’s prior written consent. Buyer shall provide Seller with reasonable prior written notice (or notice by electronic mail) of its desire to enter the Real Property for such purpose, which notice shall include a description of the activities to be made such investigation of Seller, its Records performed and the Business as Purchaser deems necessary or advisable and shall have full access areas of the Real Property to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access be accessed during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shallentry, and Buyer shall cause its officerscoordinate all such entry in advance with ▇▇▇▇▇▇ ▇▇▇▇▇, attorneys and accountants toa representative of CP Management I, furnish Purchaser with such financial and operating data and LLC, Seller’s Property Manager (“Property Manager”), or any other information as Purchaser representative that Seller may designate from time to time in writing to Buyer. Seller reserves the right to have ▇▇▇▇▇▇ ▇▇▇▇▇ or any other representative of Seller or Property Manager present at all times during any such access, and Seller shall reasonably requestuse commercially reasonable efforts to have such representative available on the next business day following Buyer’s request during normal business hours. Buyer acknowledges that its access to certain Occupant spaces within the Real Property may be prohibited or limited by that Occupant’s Lease, or may require Buyer to execute a non-disclosure or confidentiality agreement. Buyer agrees that it shall not have access to such spaces unless it complies with such limitations and executes any reasonable non-disclosure or confidentiality agreement as required by the Occupant. As a condition of such entry, Buyer agrees to (a) obtain, carry and provide evidence to Seller of not less than Two Million and No/100 Dollars ($2,000,000.00) worth of commercial general liability insurance with a contractual liability endorsement insuring Buyer’s indemnity obligations hereunder, (b) pay when due all costs of activities performed by Buyer or the Buyer Parties in connection with such activities, (c) restore promptly any physical damage caused by such activities, and (d) defend, indemnify and save Seller and the Seller Parties harmless from any and all liabilities, costs, damages, expenses (including, but not limited to, Seller's balance sheets for attorneys’ fees and other professional fees and disbursements), claims, suits, actions, and losses of every name, kind and description by any person or entity as a result of or on account of any actual or alleged injuries or damages to persons or property received or sustained, or any liens filed against the Business as Property (collectively, “Claims”) incurred by or made or brought against Seller or any of December 31, 1995 and September 30, 1996. No investigation by Purchaser shall the Seller Parties which Claims in any way affect arise out of, in connection with, or otherwise diminish the representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser shall advise Seller as soon as practicable after it obtains knowledge of any breach or nonperformance a result of the representationsacts or omissions of Buyer or the Buyer Parties in exercising Buyer’s rights under this Section 4.4; provided that Buyer shall have no liability for any preexisting condition on the Property that is discovered during Buyer’s inspections, 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 documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that Buyer or any Buyer Party exacerbates any such information can be shown to have been (i) previously known by Purchaser, (ii) in preexisting condition. Without limiting the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party generality of the confidential nature foregoing, Buyer assumes all liability for actions brought by any of such information the Buyer Parties. The obligations set forth in this Section 4.4 shall survive the expiration or any termination whatsoever of this Agreement and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of Purchasersurvive Closing.

Access. (ai) Prior Subject to March 31Section 6.2(c)(iv) below and any applicable confidentiality or similar agreement, 1997at any reasonable time, Purchaser may, through its employees, agents and representatives, make or cause upon at least two Business Days’ prior notice to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employeesrepresentatives or agents of Buyer (including, agents and representativesfor purposes of any inspection (but not visit), on reasonable noticeinternal auditors but excluding any third party auditors), to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys and accountants to, furnish Purchaser with such financial and operating data and other information as Purchaser from time to time shall reasonably request, including, but not limited to, Seller's balance sheets for (A) visit the Business as of December 31, 1995 and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants properties of Seller 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 documents and information concerning Seller and the Business furnished to Purchaser utilized in connection with the transactions contemplated by this Agreement (except collection, processing or servicing of the Transferred Assets, and to discuss matters relating to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, Transferred Assets or (iii) later lawfully acquired by Purchaser from other sources) Seller’s performance and will not release activities under or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement with any officer, employee or internal accountants of Seller having knowledge of such matters and (B) 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 other 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 permit representatives or agents of Buyer (including any third party auditors) 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 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 consultants, as applicable, to discuss with ▇▇▇▇▇ (or such Person as Buyer may designate) the affairs of Seller as such affairs relate to the applicable Transferred Assets. (iv) Any such (A) visit described in Section 6.2(c)(i) above shall be conducted at any time at Buyer’s reasonable request, (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 any annual due diligence meeting conducted by a lender in accordance with the related Loan Agreement, it being understood that as applicable, shall not count towards such Persons shall be informed by such party audit limitation but any other audit conducted pursuant to Section 4.1(a) of the confidential nature Sub-Servicing Agreement, Section 6.2(b) of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of Purchaser.NBCU Transfer Agreement or

Access. (a) Prior to March 31To the extent permitted by applicable Law, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation between the date of Seller, its Records this Agreement and the Business as Purchaser deems necessary or advisable Effective Date, Seller will, during ordinary business hours and shall have full upon reasonable notice: (i) give Buyer and Buyer’s Representatives reasonable access to the auditors Purchased Assets; and attorneys of Seller. Seller shall (ii) permit Purchaser Buyer and its employees, agents and representatives, on Buyer’s Representatives to make such reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties inspections thereof as Purchaser Buyer may reasonably 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 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 representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser shall advise Seller (i) any such inspection will be conducted in such a manner as soon as practicable after it obtains knowledge of any breach or nonperformance not to materially interfere with the operation of the representationsBusiness 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, warranties its Affiliates or covenants 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) Purchaser For a period of seven (7) years after the Effective Date, each Party and its representatives will holdhave reasonable access to all of the books and records relating to the Business or the Purchased Assets in the possession of the other Party, and will cause its authorized representatives (including its investors and lending institutions) to holdthe employees of the other Party, in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can access may reasonably be shown to have been (i) previously known required 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) Party in connection with this Agreementthe Assumed Obligations or the Excluded Liabilities, it being understood that such Persons shall be informed or other matters relating to or affected by such party the operation of the confidential nature 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 information and shall a manner as 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 directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated solely responsible for any reason, Purchaser will, upon request costs or expenses incurred by Seller, promptly return to Seller all copies of any Schedules, statements, documents or other written information obtained either Party in connection herewith, without retaining any copies or summaries thereof, therewith. Each Party shall retain such books and shall maintain such confidence except to records for a period of seven (7) years from the extent such information comes into the public domain through no fault of PurchaserEffective Date.

Access. During the period from the date of this Agreement through the earlier of the Effective Time or the termination of this Agreement pursuant to Section 9.1 (a) Prior to March 31the “Pre-Closing Period”), 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access upon reasonable advance notice to the auditors Company, the Company shall provide Parent and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on Parent’s Representatives with reasonable notice, to have access during normal business hours to its premises, personnel the Company’s existing books and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys and accountants to, furnish Purchaser with such financial and operating data and other information as Purchaser from time to time shall reasonably request, including, but not limited to, Seller's balance sheets records for the Business as purpose of December 31, 1995 enabling Parent to verify the accuracy of the Company’s representations and September 30, 1996. No investigation by Purchaser shall warranties contained in any way affect or otherwise diminish the representations, warranties and covenants of Seller hereunderthis Agreement; provided, however, that Purchaser any such access shall advise Seller as soon as practicable after it obtains knowledge be conducted at Parent’s expense, at a reasonable time, under the supervision of any breach or nonperformance appropriate personnel of the representationsCompany 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 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, warranties in its reasonable discretion (a) jeopardize any attorney-client or covenants of Seller. other legal privilege or (b) Purchaser will holdcontravene any applicable Legal Requirement, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party). During the Pre-Closing Period, and will cause its authorized representatives (including its investors upon reasonable advance notice to Parent, Parent shall provide Company and lending institutions) Company’s Representatives with reasonable access during normal business hours to holdParent’s existing books and records for the purpose of enabling the Company to verify the accuracy of Parent’s representations and warranties contained in this Agreement; provided, however, that any such access shall be conducted at the Company’s expense, at a reasonable time, under the supervision of appropriate personnel of Parent and in strict confidence, unless compelled such a manner as to disclose by judicial or administrative process or official request or by other requirements maintain the confidentiality of law, all documents and information concerning Seller this Agreement and the Business furnished transactions contemplated hereby in accordance with the terms hereof and not to Purchaser in connection interfere with Parent’s operations to effect the Creditor Plan and the transactions contemplated by this Agreement. Nothing herein shall require Parent to disclose any information to the Company if such disclosure would, in its reasonable discretion (a) jeopardize any attorney- client or other legal privilege or (b) contravene any applicable Legal Requirement, fiduciary duty or binding agreement entered into prior to the date of this Agreement (except including any confidentiality agreement to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, which Parent or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of PurchaserAffiliates is a party).

Access. Promptly upon execution of this Agreement, Seller shall provide Buyer and Buyer’s authorized representatives (ai) Prior reasonable physical access, at Buyer’s sole risk, cost and expense, to March 31the Assets to allow Buyer to conduct on-site Phase I environmental site assessments of the Assets, 1997, Purchaser may, through its employees, agents to the extent Seller has the right to grant such access; and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full (ii) access to the auditors Records and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable noticeother Assets, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and the extent such other parties as Purchaser may reasonably 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 records are in Seller’s or its representatives’ possession and relate to 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 representations, warranties and covenants of Seller hereunderAssets; provided, however, Seller shall have no obligation to provide Buyer access to any interpretative or predictive data or information which Seller believes in good faith it cannot lawfully provide Buyer because of third-party restrictions (to the extent any such data or information is proprietary or subject to third-party restrictions, Seller will use 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 Purchaser under no circumstances shall advise Seller as soon as practicable after it obtains knowledge perform any invasive tests of any breach or nonperformance nature on the Assets without the express written consent 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 documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party operator of the confidential nature ▇▇▇▇▇, such consent of such information and shall Seller not to be directed by such party and shall have agreed to treat such information as confidentialunreasonably withheld. In the event that the transactions contemplated herein are not consummated for any reasonIN CONNECTION WITH GRANTING SUCH ACCESS, Purchaser willAND EXCEPT TO THE EXTENT THAT SUCH CLAIMS ARE CAUSED BY THE SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER, upon request by SellerBUYER WAIVES AND RELEASES ALL CLAIMS AGAINST SELLER GROUP FOR INJURY TO, promptly return to Seller all copies of any SchedulesOR DEATH OF PERSONS, statementsOR 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, documents or other written information obtained in connection herewith, without retaining any copies or summaries thereof, and shall maintain such confidence except to the extent such information comes into the public domain through no fault of PurchaserDEFEND AND HOLD HARMLESS SELLER GROUP FROM AND AGAINST ALL SUCH CLAIMS.

Access. Until the Closing or termination of the Agreement in accordance with the terms hereof, the Seller shall, and shall cause the Company to, (ai) Prior afford to March 31the Buyer and its authorized representatives (including directors, 1997officers, Purchaser may, through its employees, agents advisors, accountants and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on counsel) reasonable notice, to have access during normal business hours to its premisesall properties, personnel books, records (including Tax Returns), Contracts and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders documents of the Company and such all other parties information regarding the Company’s business as Purchaser the Buyer may reasonably requestrequest 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 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 its officers, attorneys and accountants the Company to, furnish Purchaser with such financial provide the Buyer and operating data and other information as Purchaser from time to 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 representations, warranties and covenants of Seller 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 directors, officers, employees, advisors, accountants and lending institutionscounsel) an opportunity to hold, in strict confidence, unless compelled make such investigations as they shall reasonably desire to disclose by judicial or administrative process or official request or by other requirements make of law, all documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement Company (except to the extent provided that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons investigations shall be informed by such party conducted so as to reasonably minimize any disruption of the confidential nature operations of such information the Company and in no event shall be directed by such party and shall have agreed to treat such information as confidential. In the event that Buyer conduct, without the transactions contemplated herein are not consummated prior written consent of the Seller which the Seller may withhold for any reason, Purchaser willany invasive or intrusive environmental investigation, upon request by Sellerincluding any sampling of soil, promptly return to sediment or groundwater), and the Seller all copies of any Schedules, statements, documents or other written information obtained in connection herewith, without retaining any copies or summaries thereofshall, and shall maintain such confidence except cause the Company to, furnish or cause to be furnished to the extent Buyer and its representatives all such information comes into with respect to the public domain through no fault affairs and business of Purchaserthe 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 provisions in this Agreement, including this ‎Section 5.5(a), in furtherance of these common and mutual legal interests. No investigation by the Buyer, its Affiliates or any of their respective directors, officers, employees, advisors, accountants and counsel or other information received by the Buyer, its Affiliates or any of their respective directors, officers, employees, advisors, accountants and counsel shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller hereunder.

Access. (a) Prior to March 31a. When appropriate, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and MOTRICITY shall have full reasonable access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access CINGULAR’s premises during normal business hours and at such other times as may be agreed upon by the parties in order to enable MOTRICITY to perform its obligations under this Agreement. MOTRICITY shall coordinate such access with CINGULAR’s designated representative prior to visiting such premises. MOTRICITY insures CINGULAR that only persons employed by 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, personnel MOTRICITY shall immediately comply with such request. Such person shall leave CINGULAR’s premises promptly and RecordsMOTRICITY shall not furnish such person again to perform work on CINGULAR’s premises without CINGULAR’s written consent. Seller shall cooperate 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 representatives, including employees and subcontractors, to provide exhibit identification credentials or sign a Nondisclosure Agreement which CINGULAR may issue in order to gain access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably 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 time shall reasonably request, including, but not limited to, Seller's balance sheets CINGULAR’s premises for the Business as performance of December 31Services. If, 1995 and September 30for any reason, 1996any MOTRICITY representative is no longer performing such Services, MOTRICITY shall immediately inform CINGULAR. No investigation Notification shall be followed by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser shall advise Seller as soon as practicable after it obtains knowledge of any breach or nonperformance prompt delivery to CINGULAR of the representationsidentification credentials, warranties if issued by CINGULAR, or covenants a written statement of Sellerthe reasons why said identification credentials cannot be returned. (b) Purchaser will holdc. MOTRICITY shall insure that its representatives, including employees and will cause its authorized representatives (including its investors and lending institutions) to holdsubcontractors will, in strict confidencewhile on or off CINGULAR’s premises, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been perform Services which (i) previously known by Purchaserconform to the Specifications, (ii) in the public domain through no fault of Purchaserprotect CINGULAR’s Material, or buildings, and structures, (iii) later lawfully acquired by Purchaser from other sourcesdo not interfere with CINGULAR’s business operations, and (iv) perform such Services with care and will not release due regard for the safety, convenience, and protection of CINGULAR, its employees, and property and in full conformance with the policies specified in the CINGULAR Code of Conduct, which prohibits the possession of a weapon or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons an implement which can be used as a weapon. d. MOTRICITY shall be informed responsible for insuring that all persons furnished by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, upon request by Seller, promptly return to Seller MOTRICITY work harmoniously with 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 extent such information comes into the public domain through no fault of Purchaserothers when on CINGULAR’s premises.

Access. (a) Prior Subject to March 31compliance with applicable Laws, 1997each of the Company and Parent shall (and each shall cause its Subsidiaries to): (i) afford to the other party and to its officers, Purchaser may, through its employees, accountants, consultants, legal counsel, financial advisors and agents and representativesother representatives (collectively, make or cause to be made such investigation “Representatives”) reasonable access, solely for purposes of Seller, its Records furthering the Mergers and the Business as Purchaser deems necessary other transactions contemplated hereby or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employeesintegration planning relating thereto, agents and representativesduring normal business hours, on reasonable noticeadvance 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 have access during normal business hours 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 (ii) promptly furnish the other party and its premisesRepresentatives all other information concerning its business, properties and personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shallbe 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 compliance with applicable Laws, throughout the period from the First Effective Time until the Control Date (or, as may be applicable in accordance with Section 5.20, the completion of the Post-Closing Disposition), the Company shall (and shall cause its officersSubsidiaries to) (i) afford to Parent and its Representatives reasonable access, attorneys for purposes of furthering the transactions contemplated hereby or integration planning relating thereto, during normal business hours, on reasonable advance notice of not less than two Business Days, to the Company’s and accountants toits Subsidiaries’ businesses, properties, personnel, agents, contracts, commitments, books and records, and (ii) promptly furnish Purchaser with Parent and its Representatives (A) such financial and operating data and other information concerning the Company and its Subsidiaries as Purchaser from time may be reasonably requested and is necessary or advisable in connection with any filings contemplated pursuant to time shall Section 5.6 or any Post-Closing Disposition, (B) all reports or other 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 request, including, but not limited to, Seller's balance sheets for be requested by the Business as of December 31, 1995 and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller hereunderother party; provided, howeverthat 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 Purchaser shall advise Seller as soon as practicable after it obtains knowledge of to the extent access to any breach or nonperformance information of the representationsCompany or any of its Subsidiaries requires the entry of a protective order by the STB, warranties the Company or covenants its applicable Subsidiary shall be required to grant such access only if such order is obtained, subject to the terms of Sellersuch order. (bc) Purchaser will holdThe foregoing provisions of this Section 5.3 notwithstanding, and will 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 authorized representatives (including Subsidiaries is a party, would result in a loss of privilege or trade secret protection to such party or any of its investors and lending institutions) to holdSubsidiaries, would result in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements the disclosure of law, all documents and any information concerning Seller and the Business furnished to Purchaser in connection with any litigation or similar dispute between the transactions contemplated by this Agreement (except 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 extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault risk of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidentialliability. 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 foregoing sentence, the Company or Parent, 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) Each of the Company and Parent hereby agrees that all information provided to it or any of its Representatives in connection with this Agreement and the consummation of the transactions contemplated herein are not consummated for any reasonhereby shall be deemed to be “Confidential Information”, 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 thereofas such term is used in, and shall maintain such confidence except to be treated in accordance with, the extent such information comes into confidentiality agreement, dated as of December 9, 2020, between the public domain through no fault Company and Parent (the “Confidentiality Agreement”) and, as applicable, the Clean Team Confidentiality Agreement, dated as of PurchaserMarch 10, 2021, between the Company and Parent (the “Clean Team Agreement”).

Access. (a) Prior to March 31the each Closing, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller Sellers shall permit Purchaser and its employeesrepresentatives to have access, agents during regular business hours and representatives, on upon reasonable advance notice, to have access during normal business hours to its premises, the personnel and Records. Seller shall cooperate properties of Sellers and the Companies, subject to provide access to its Customersreasonable rules and regulations of Sellers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall subject to applicable Laws regarding the exchange of information, furnish, or cause its officersto be furnished, attorneys and accountants to, furnish to Purchaser with such financial and operating data and other information information, in each case relating to the Companies and the Conveyed Properties that are the subject of such Closing, as are available and as Purchaser shall from time to time shall reasonably request, includingPROVIDED, but that the foregoing shall not limited torequire Sellers or any Company to permit any inspection, Seller's balance sheets for or to disclose any information, that in the Business reasonable judgment of Sellers or such Company, would (i) result in the disclosure of any trade secrets of third parties or the loss of any applicable attorney-client privilege or (ii) violate any of its obligations with respect to confidentiality if Sellers or the Company, as the case may be, shall have used reasonable efforts to obtain the consent of December 31such third party to such inspection or disclosure, 1995 and September 30PROVIDED, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller hereunder; provided, howeverFURTHER, that Purchaser and its representatives shall advise Seller as soon as practicable after it obtains knowledge of not conduct any breach on-site tests or nonperformance sampling or any boring, digging, drilling or other physical intrusion on or into the properties of the representationsCompanies. All requests for information made pursuant to this Section shall be directed to an executive officer of ARCO, warranties or covenants such Person as may be designated by such executive officer. All such information shall be governed by the terms of Sellerthe Confidentiality Agreement. (b) All information that relates to Sellers or any of their Affiliates (other than the Companies) that is provided, conveyed, obtained or furnished to Purchaser will holdor Purchaser's representatives or that Purchaser or Purchaser's representatives otherwise obtain in the course of Purchaser's investigation of the Companies, together with any reports, analyses, compilations, memoranda, notes and will cause its authorized any other writings prepared by Purchaser or Purchaser's representatives which contain, reflect or are based upon any such information (including its investors "CONFIDENTIAL INFORMATION"), shall be kept strictly confidential by Purchaser and lending institutions) to holdPurchaser's representatives after the Closings. Purchaser agrees that, in strict confidence, unless compelled the event it or any its representatives are required to disclose by any Confidential Information (i) in connection with any judicial or administrative process proceedings (by oral questions, interrogatories, requests for information or official request documents, subpoena, civil investigative demand or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (isimilar process) previously known by Purchaser, or (ii) in order, in the public domain through no fault opinion of Purchaser's outside counsel, to avoid violating the federal securities laws, Purchaser will in advance of such disclosure provide Sellers with prompt notice of such requirement(s). Purchaser also agrees, to the extent legally permissible, to provide Sellers, in advance of any such disclosure, with copies of any such information Purchaser intends to disclose (and, if applicable, the text of the disclosure language itself) and to cooperate with Sellers to the extent Sellers may seek to limit such disclosure. If, in the absence of a protective order or (iii) later lawfully acquired receipt of a waiver from Sellers after a request in writing therefor is made by Purchaser from other sources) and will not release (such request to be made as soon as practicable to allow Sellers a reasonable amount of time to respond thereto), Purchaser or its representatives are legally required to disclose such information to any other Persontribunal or in order to comply with the federal securities laws, except Purchaser or its auditorsrepresentatives may disclose such portion of such information which Purchaser, attorneysin the opinion of Purchaser's outside counsel, financial advisors and other consultants and advisors and lending institutions is legally required to disclose so long as Purchaser exercises its best efforts to obtain assurances that the information so disclosed will be kept confidential by any recipient(s). (including banksc) in connection with In the event of termination of this Agreement, Purchaser shall promptly deliver to Sellers, or certify to Sellers that it being understood that such Persons shall be informed has destroyed, all documents, work papers and other material obtained by such party Purchaser or on its behalf from Sellers, the Companies or any of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information their respective agents, employees or representatives as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, upon request by Seller, promptly return to Seller all copies of any Schedules, statements, documents a result hereof or other written information obtained in connection herewith, without retaining any copies whether so obtained before or summaries thereof, and shall maintain such confidence except to after the extent such information comes into the public domain through no fault of Purchaserexecution hereof.

Access. (a) Prior to March 31From June 8, 19972011 through the Closing, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser afford to Buyer and its employeesauthorized Representatives (i) reasonable access, agents and representatives, on reasonable notice, to have access during normal business hours and in such manner as not to its premisesunreasonably interfere with normal operation of the Company’s business, personnel and Records. Seller shall cooperate to provide access to its Customersthe properties, suppliersbooks, lenders and such other parties as Purchaser may reasonably request. Seller shallcontracts, and records of Seller and the Company and to the appropriate officers and employees of Affiliates of Seller and the Company and shall cause its officers, attorneys and accountants to, furnish Purchaser such authorized Representatives with such all financial and operating data and other information as Purchaser from time to time shall reasonably request, including, but not limited to, Seller's balance sheets for concerning the Business as affairs of December 31, 1995 and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller 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 documents and information concerning Seller and the Business furnished Company as Buyer and such Representatives may reasonably request and (ii) such access as is contemplated by the Interim Operations Plan. Seller shall have the right to Purchaser have a Representative present at all times during any such inspections, interviews, and examinations. Additionally, Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide to Buyer, information relating to: (i) bids received from others in connection with the transactions contemplated by this Agreement (except or similar transactions) and information and analyses (including financial analyses) relating to the extent that such information can be shown to have been (i) previously known by Purchaser, bids; (ii) in any information the public domain through no fault disclosure of Purchaser, which would jeopardize any privilege available to Seller or the Company relating to such information or would cause Seller or the Company to breach a confidentiality obligation; or (iii) later lawfully acquired by Purchaser from any information the disclosure of which would result in a violation of Law. Further, Buyer shall have no right to perform or conduct any environmental sampling or other sources) and will not release invasive environmental investigation on or disclose such information to about any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature Assets without the prior written consent of such Seller. All requests for information and made under this Section 6.3(a) shall be directed to the Person designated by such party Seller in a Notice delivered to Buyer, and shall have agreed to treat all such information as confidential. In the event that the transactions contemplated herein are not consummated for any 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 provided shall maintain such confidence except be subject to the extent such information comes into the public domain through no fault of PurchaserConfidentiality Agreement.

Access. (a) Prior to March 31, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Each Seller shall permit Purchaser and its employees, agents and representativesthe representatives of the Buyer listed on Schedule 4.3 to this Agreement to have access (at reasonable times, on reasonable notice, prior written notice and in a manner so as not to have access during interfere with the normal business hours operations of the Business) to its the premises, personnel properties, financial and Recordsaccounting records, contracts, and other records and documents, of or pertaining to the Business. Seller Notwithstanding the foregoing, none of the Sellers shall cooperate be obligated (i) to provide any information, documents or access to its Customersany person unless the Buyer is responsible, supplierspursuant to the terms of the confidentiality letter agreement dated June 27, lenders 2011 between the Buyer and such other parties as Purchaser may reasonably request. Seller shallthe Parent (the “Confidentiality Agreement”), 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 time shall reasonably request, including, but not limited to, Seller's balance sheets for the Business as of December 31, 1995 use and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser shall advise Seller as soon as practicable after it obtains knowledge disclosure of any breach information obtained by such person from any Seller, or nonperformance 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 representationsattorney-client privilege with respect thereto. Prior to the Closing, warranties the Buyer and its representatives shall not contact or covenants communicate with the employees, customers and suppliers 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 any Seller or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser Subsidiary in connection with the 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 (except remains in full force and effect and that information provided by any Seller or any of such Seller’s Affiliates to the extent that such Buyer pursuant to this Agreement prior to the Closing shall be treated in accordance with the Confidentiality Agreement. If this Agreement is terminated prior to the Closing, the Confidentiality Agreement shall remain in full force and effect in accordance with its terms. If the Closing occurs, the Confidentiality Agreement, insofar as it covers information can be shown 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 been (i) previously known by Purchaser, (ii) in any access at any time prior to 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 Closing to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party information regarding pending or proposed bids for new contracts or subcontracts or any related information where the Buyer or an Affiliate of the confidential nature of Buyer also has submitted or intends to submit a bid for such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, upon request by Seller, promptly return to Seller all copies of any Schedules, statements, documents contract or other written information obtained in connection herewith, without retaining any copies or summaries thereof, and shall maintain such confidence except to the extent such information comes into the public domain through no fault of Purchasersubcontract.

Access. (a) Prior to March 31, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation Between the date of Seller, its Records this Agreement and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Closing Date, Seller shall permit provide Purchaser and its employeesauthorized representatives access, agents upon reasonable notice and representatives, on reasonable notice, to have access during normal business hours hours, to its premisescopies of Seller's confidential, personnel proprietary and Records. Seller shall cooperate to provide access to its Customersnon-public information ("Confidential Information") including without limitation Seller's books, suppliersrecords, lenders and such other parties as Purchaser may reasonably request. Seller shallcontracts, and shall cause its officersdocuments, attorneys and accountants toLoan files, furnish Purchaser with such financial and operating data and other information as Purchaser from time of or relating to time shall reasonably request, including, but the Branch Offices except the Confidential Information that Seller is by law 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 representations, warranties and covenants of Seller 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 Sellerpermitted to disclose. (b) Purchaser will holdPurchaser's investigations shall be conducted in a manner which does not unreasonably interfere with Seller's normal operations, customers, 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 documents and information concerning 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 Business furnished to Purchaser in connection with sole property of Seller. If the transactions contemplated by this Agreement (except 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 extent return or destruction of such Confidential Information. (d) Purchaser shall keep confidential and not disclose any of Seller's Confidential Information that such 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 can be shown to have been which was (i) previously known in Purchaser's possession prior to its disclosure by PurchaserSeller, (ii) in generally known to the public domain through no fault 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) Upon receipt of all of the Requisite Regulatory Approvals other than the expiration of any statutory waiting period relating thereto, and upon notice to Seller of a proposed Closing Date, Purchaser may communicate with, and deliver information, brochures, bulletins, press releases, and other communications to, depositors, Loan borrowers and other customers of the Branch Offices concerning (i) the transactions contemplated by this Agreement and (ii) the business and operations of Purchaser. The communications described hereinabove must be made with Seller's prior written consent (which 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 of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) furnish information and will not release or disclose such information communications to any other Persondepositors, except its auditorsLoan borrowers, attorneys, financial advisors and other consultants and advisors and lending institutions customers of the Branch Offices in a commercially reasonable manner. (including banksg) Except as may be required in connection with this Agreement, it being understood that such Persons shall be informed by such party the obtaining of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reasonRequisite Regulatory Approvals, Purchaser willshall not disclose to any person, upon request by Sellerincluding to employees of the Branch Offices, promptly return to Seller all copies the possible closing 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 of the Branch Offices prior to the extent such information comes into the public domain through no fault of PurchaserClosing Date.

Access. (a) Prior Subject to March 31compliance with applicable Laws, 1997the Company shall (i) provide to Parent and to its officers, Purchaser may, through its employees, agents accountants, consultants, legal counsel, financial advisors and representativesagents, make or cause to be made such investigation of Sellerlenders and other representatives (collectively, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on “Parent Representatives”) reasonable notice, to have access during normal business hours hours, throughout the period prior to the earlier of the Effective Time and the Termination Date, to the Company’s and its premisesSubsidiaries’ properties, personnel contracts, commitments, books and Records. Seller shall cooperate records and (ii) furnish to provide access to Parent and its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys and accountants to, furnish Purchaser with Parent Representatives such financial and operating data and other information as Purchaser from time to time shall such Parent Representatives may reasonably request, request (including, but not limited to, Seller's balance sheets for furnishing to Parent the Business as financial results of December 31, 1995 and September 30, 1996. No investigation by Purchaser shall the Company in any way affect or otherwise diminish the representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser shall advise Seller as soon as practicable after it obtains knowledge advance of any breach or nonperformance 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 representationsCompany and its Subsidiaries to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. The foregoing notwithstanding, warranties the Company shall not be required to afford such access if it would unreasonably disrupt the operations of the Company or covenants any of Sellerits 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) Purchaser will hold, and will cause Parent hereby agrees that all information provided to it or 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 documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) Parent Representatives in connection with this Agreement, it being understood that such Persons Agreement and the consummation of the transactions contemplated hereby shall be informed by deemed to be Evaluation Material, as such party of the confidential nature of such information term is used in, and shall be directed 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 limited partners of the members of Parent and Merger Sub; provided further, however, that any prospective co-investors or limited partners of the shareholders of Parent to whom Parent provides Evaluation Material shall, prior to receiving such Evaluation Material, agree in writing to be bound by such party and the confidentiality provisions of the Confidentiality Agreement or shall have agreed to treat such information as confidential. In execute their own confidentiality agreements in identical or substantially identical form with the event that the transactions contemplated herein are not consummated for any 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 extent such information comes into the public domain through no fault of PurchaserCompany.

Access. (ai) Prior Subject to March 31the other provisions of this Section 5(d), 1997from the date hereof until the Closing Date, Purchaser maythe Seller shall cause the Companies to provide the Buyer and its authorized representatives with full access, through at all reasonable times, upon reasonable advance notice, and in a manner so as not to interfere unreasonably with the normal business operations of either Company, to the offices, properties, books, records, contracts, Tax records and documents of or pertaining to each Company in order for the Buyer to have the opportunity to make such investigation as 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 employeesauthorized representatives with respect to the facilities of Metal Powders located in Greenback and Maryville, agents Tennessee (collectively, the "TENNESSEE FACILITIES"). (ii) The Parties shall agree upon mutually convenient times and representativesplaces 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, make or cause 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 have agreed, in a manner satisfactory to the Seller, to be made 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 investigation 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, its Records and either Company or any Other Affiliate. (iv) Without limiting the Business as Purchaser deems necessary or advisable and shall have full generality of the foregoing provisions, access to the auditors and attorneys of Seller. Companies shall be further limited as follows with respect to environmental matters: During the Pre-Closing Period, the Seller shall permit Purchaser allow the Buyer and its employeesrepresentatives and agents, agents and representativesincluding an environmental consultant, on access, during normal business hours, upon reasonable advance notice, to have access the Companies' properties, and shall make available to Buyer, during normal business hours to its premisesat times and for periods of time that will not unreasonably interfere with the normal business operations of either Company, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys and accountants to, furnish Purchaser with such financial and operating data and other information as Purchaser from time to time shall reasonably request, including, but not limited to, Seller's balance sheets for the Business as employee or employees of December 31, 1995 and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser shall advise Seller as soon as practicable after it obtains knowledge of any breach or nonperformance each of the representationsCompanies as shall be designated by the Seller and as are reasonably available who are involved in environmental compliance in order to allow the Buyer to investigate the condition with respect to environmental matters of each Company's properties, warranties or covenants of Sellerplants and facilities. 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. (bv) Purchaser will holdAll information disclosed or made available to or otherwise obtained by the Buyer, and will cause its U.S. Bronze, ACuPowder and/or their respective authorized representatives (including its investors and lending institutions) agents pursuant to hold, the foregoing provisions or otherwise in strict confidence, unless compelled to disclose by judicial connection with their investigation of the Companies or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except hereby shall be subject to the extent that such information can be shown 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 any termination of this Agreement. (vi) Prior to have been (i) previously known by Purchaserthe Closing, (ii) the Buyer shall not, and shall not cause or permit its representatives and agents or ACuPowder or its representatives and agents to, contact or in any manner communicate with the public domain through no fault employees, customers, lessors and suppliers 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) the Companies in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated hereby, except in accordance with the procedures provided herein are not consummated for any reason, Purchaser will, upon request by or otherwise with the express prior consent of the Seller, or upon the express request of the Seller. (vii) Prior to the Closing Date, the Seller shall provide the Buyer, promptly return to Seller all upon the Seller's receipt thereof, with copies of any Schedulesall monthly production, statements, documents or sales and other written information obtained in connection herewith, without retaining any copies or summaries thereof, and shall maintain such confidence except to the extent such information comes into the public domain through no fault of Purchasermonthly operational reports received by Seller from each Company.

Access. (a) Prior to March 31From the date of this Agreement through the Closing Date, 1997, Purchaser may, through its employees, agents the Sellers and Company shall allow Purchaser’s representatives, make or cause to be made such investigation of Seller, its Records attorneys and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on accountants reasonable notice, to have access during normal business hours upon reasonable notice to the records and files, audits and properties of the Company Representors as well as all information relating to taxes, commitments, contracts, titles and financial condition of, or otherwise pertaining to, the business and affairs of the Company Representors. From the date hereof, the Sellers and Company will use commercially reasonable efforts to cause accountants of Company Representors to cooperate with Purchaser and its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties accountants in making available all financial information concerning the Company Representors as Purchaser may reasonably request. Seller shallis requested, and Purchaser and its accountants shall cause have the right to examine all working papers pertaining to examinations of the Company Representors, or preparation of its officersreports, attorneys and accountants toby its accountants, furnish Purchaser with such financial and operating data and other information as Purchaser from time to 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 representations, warranties and covenants of Seller hereunder; provided, however, that in no event shall Purchaser shall advise Seller as soon as practicable after it obtains knowledge of have access to 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 documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaserbased on advice of Sellers’ counsel, would create any potential Liability under applicable Laws or (ii) in the public domain through no fault reasonable judgment of Purchaserthe Seller, would (A) result in the disclosure of any trade secrets of third parties or (iiiB) later lawfully acquired by Purchaser from other sources) and will not release violate any obligation of Company Representors or disclose such information Seller Representors with respect to any other Personconfidentiality; provided, except its auditorsfurther, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) that in connection with this Agreement(ii) above, it being understood that if such Persons information in question is set forth in a Material Contract, the Company Representor shall be informed provide Purchaser with a summary of the material terms of such Material Contract, together with such additional information reasonably requested by such party Parent to satisfy its due diligence investigations, but in recognition of the confidential nature of such agreement. All requests for information and made pursuant to this Section 8.2 shall be directed to Xueshi Yang or such Person or Persons as may be designated by such party the Sellers’ Representative. All information received pursuant to this Section 8.2 shall be governed by Section 15.17 and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of PurchaserNon-Disclosure Agreement.

Access. (a) Prior Subject to March 31applicable Law and in accordance with the Confidentiality Agreement, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on upon reasonable notice, each of the Seller Parties, with respect to have the SMS Business only, shall, throughout the period prior to the earlier of the Asset Closing or the termination of this Agreement, afford to the Purchaser Parties and their duly authorized Representatives reasonable access to its officers, employees, consultants and representatives and, during normal business hours hours, in a manner that does not unreasonably interfere with the SMS Business, to its premisesand its Subsidiaries’ and the Company Subsidiaries’ officers, personnel properties, Contracts, books, records (including Tax Returns filed and Records. Seller shall cooperate those in preparation, work papers and other materials relating to provide access Taxes, but only to its Customersthe extent relating to the SMS Business), suppliersany report, lenders and such schedule or other parties as Purchaser may reasonably request. Seller shalldocument filed or received by it pursuant to the requirements of the federal or state securities Laws, and shall use their respective reasonable efforts to cause its officers, attorneys and accountants to, their respective Representatives to furnish Purchaser with promptly such additional financial and operating data and other information information, including environmental information, as to the SMS Business as the Purchaser from time to time shall Parties or their duly authorized Representatives, as the case may be, may reasonably request, including, but not limited to, Seller's balance sheets for and instruct its Representatives to cooperate with the Business as of December 31, 1995 Purchaser Parties and September 30, 1996. No investigation by Purchaser shall their duly authorized Representatives in any way affect or otherwise diminish the representations, warranties and covenants of Seller hereundertheir investigation; provided, however, that the foregoing shall not permit the Purchaser shall advise Seller as soon as practicable after it obtains knowledge of Parties or their duly authorized Representatives to conduct any breach invasive or nonperformance destructive environmental sampling, testing or analysis on the property of the representations, warranties Seller Parties or covenants of Sellertheir Subsidiaries. (b) Notwithstanding the foregoing, neither the Seller Parties nor their respective Subsidiaries, as applicable, shall be required to provide any information to the extent that any such Person has reasonably determined that it is legally obligated to keep such information confidential or otherwise not to provide such information or to the extent that such access would be reasonably likely to constitute a waiver of the attorney-client privilege. Each of the Purchaser will holdParties will, and will cause its authorized representatives (including its investors and lending institutions) 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 strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser confidence in connection accordance with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Confidentiality Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of Purchaser.

Access. (a) Prior to March 31the Closing, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employeesrepresentatives to have reasonable access, agents during regular business hours and representatives, on upon reasonable advance notice, to have access during normal business hours the books, records, information, facilities and senior employees of the Acquired Companies and will cooperate with regard to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties reasonable due diligence review as Purchaser may reasonably request. Upon reasonable advance notice to 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 subject to time shall reasonably request, including, but not limited to, Seller's balance sheets for the Business as of December 31consent, 1995 and September 30, 1996. No investigation by Purchaser shall in be permitted to conduct Phase 1 type environmental investigations at any way affect facility or otherwise diminish Real Property owned or operated by the representations, warranties and covenants of Seller 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) Acquired Companies. 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 documents and information concerning Seller and the Business furnished to Purchaser not contact in connection with the transactions contemplated by this Agreement employees of any governmental regulatory agencies governing the Acquired Companies' business activities without obtaining the prior written consent of Seller. Purchaser will not contact in connection with the transactions contemplated by this Agreement any customers or suppliers of the Acquired Companies, without the prior consent of Seller which will not be unreasonably withheld with respect to the top twenty (except 20) customers and suppliers; a representative of Seller shall be entitled to participate with Purchaser in making any contacts to such customers and suppliers. Seller shall not be required to comply with this provision to the extent Seller delivers to Purchaser a written notice that such information can Seller has received advice of counsel stating that Seller's compliance with this Section 5.1 would reasonably be shown expected to have been either (i) previously known by Purchaser, 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 public domain through no fault prior sentence, then the rights of PurchaserPurchaser 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 (iii) later lawfully acquired shall cause the Acquired Companies to, indemnify Seller for any material damage or liabilities caused directly by Purchaser from other sources) and such removal, unless such damages or liability will not release or disclose adversely affect Seller's near-term plans for the facilities following such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions removal (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party the removal of the confidential nature Additional Acquired Assets will adversely affect the use of such the premises for mining and salt processing activities). (c) All information provided to Purchaser and shall be directed its Affiliates, agents and representatives by such party or on behalf of Seller or any of the Acquired Companies in connection with the Agreement and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reasonhereby will be held by Purchaser and its Affiliates, agents and representatives as Evaluation Material, as defined in, and pursuant to the terms of, the Confidentiality Agreement. 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 thereofshall, and shall maintain such confidence except direct its directors, officers, employees, accountants, counsel, consultants, funding sources and other representatives to, comply with the Confidentiality Agreement with respect to the extent such information comes into the public domain through no fault of PurchaserConfidential Information.

Access. (a) Prior to March 31the Closing, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller Sellers shall, and shall cause NNGC to, (a) permit Buyer and its agents (including their counsel, accountants and consultants) to have reasonable and appropriate access upon reasonable advance notice to such books, records, properties, facilities, executive-level personnel, managers, officers, attorneys independent accountants, legal counsel and accountants to, furnish Purchaser customers of NNGC with such financial and operating data and other information as Purchaser from time respect to time shall reasonably request, including, but not limited to, Seller's balance sheets for the Business as of December 31are 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, 1995 the Business and September 30the properties, 1996. No investigation contracts, records and personnel as may be reasonably requested to the extent that such access or information is not prohibited by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller 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 SellerFERC marketing affiliate rules. (b) Purchaser will holdSellers shall have the right to have a representative present at all times of any such inspections, interviews, and will cause its authorized representatives 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, (including its investors and lending institutions1) to hold, in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser bids received from others in connection with the transactions contemplated by this Agreement and information and analysis (except including financial analysis) relating to such bids, or (2) any information the disclosure of which would jeopardize any privilege available to NNGC, Sellers or any of their Affiliates relating to such information or would cause Sellers to breach a confidentiality obligation. Buyer agrees that if Buyer or its authorized representatives receive, or if the information (whether in electronic mail format, on computer hard drives or otherwise) held by NNGC as of the Closing includes information that relates to the extent that business operations or other strategic matters of Sellers, or any of their Affiliates (other than NNGC) such information can shall be shown held in confidence on the terms and subject to have been 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) previously known by Purchasera copy of all materials included in the Data Room, together with a copy of all documents referred to in such materials, (ii) copies of all books and records prepared by Sellers or their Affiliates in connection with the transactions contemplated by this Agreement, including bids received from others and information relating to such bids, (iii) copies of any books and records which may be relevant in connection with the defense of disputes arising hereunder, (iv) all consolidating and consolidated financial information and all other accounting books and records prepared or used in connection with the preparation of financial statements of Sellers (provided that copies shall be provided to the Buyer), and (v) copies of all Retained E-Mail. Sellers agree that all such information shall be held in confidence on the terms and subject to the conditions contained in the public domain through no fault Confidentiality Agreement as if Sellers were the receiving party thereunder, but the term of Purchaserthe restriction on the disclosure and use of such information shall continue in effect as to such information for a period of two years from the Closing. (d) Each party agrees that it will cooperate with and make available to the other parties during normal business hours, all books and records, information, and employees (without substantial disruption of employment) retained and remaining in existence after the Closing Date which are necessary or useful in connection with (i) any Tax inquiry, audit, investigation, or dispute, (ii) any litigation or investigation, or (iii) later lawfully acquired any other matter requiring any such books and records, information, or employees for any reasonable business purpose, provided that (a) with respect to providing Buyer access to Retained E-Mail, Sellers shall provide access to Buyer upon Buyer's request, and shall furnish Buyer with copies of, only those portions of the Retained E-Mail that pertain or relate to the Business or NNGC or its assets and (b) Sellers shall not be required by Purchaser from 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, 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 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 sources) governmental reports, and will not release or disclose Buyer agrees to furnish such information to any other Person, except its auditors, attorneys, financial advisors Sellers at Sellers' request and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of Purchaserexpense.

Access. (a) Prior Reliant Energy will, and will cause each of its Significant Subsidiaries to, at any reasonable time and from time to March 31time, 1997permit up to six representatives of the Banks designated by the Majority Banks, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation representatives of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representativesAgent, on reasonable not less than five Business Days' notice, to have access during normal business hours to its premises, personnel examine and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders make copies of and such other parties as Purchaser may reasonably request. Seller shallabstracts from the records and books of account of, and visit the properties of, Reliant Energy and each of its Significant Subsidiaries, and to discuss the general business affairs of Reliant Energy and each of its Significant Subsidiaries with their respective officers and independent certified public accountants (provided Reliant Energy shall cause be given the opportunity to have a representative present during such discussions); subject, however, in all cases to the imposition of such conditions as Reliant Energy and each of its officers, attorneys Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and accountants to, furnish Purchaser with such financial and operating data and other information as Purchaser from time to 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 representations, warranties and covenants of Seller hereundersecurity; providedprovided further, however, that Purchaser neither Reliant Energy nor any of its Subsidiaries 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 be required to disclose to the Agent, any Bank or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney work-product privilege properly asserted by judicial or administrative process or official request or by other requirements the applicable Person to prevent the loss of law, all documents and information concerning Seller and the Business furnished to Purchaser such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties. Notwithstanding the transactions contemplated by this Agreement (except foregoing, none of the conditions precedent to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) exercise of the right of access described in the public domain through no fault preceding sentence that relate to notice requirements or limitations on the Persons permitted to exercise such right shall apply at any time when a Default or an Event of Purchaser, or (iiiDefault shall have occurred and be continuing. The expense of any exercise by the Agent and the Banks of their rights under this Section 8.2(e) later lawfully acquired shall not be incurred by Purchaser from other sources) Borrower unless a Default has occurred and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party is continuing at the time of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of Purchaservisit.

Access. (a) Prior to March 31From the date hereof until the Closing Date, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of SellerSeller will (i) give Buyer, its Records counsel, financial advisors, auditors and the Business as Purchaser deems necessary or advisable and shall have full other authorized representatives reasonable access 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 attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys and accountants to, furnish Purchaser with authorized representatives such financial and operating data and other information relating to the Business as Purchaser from time to time shall such Persons may reasonably request, including(iii) instruct the employees, but not limited to, Seller's balance sheets for 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 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 December 31, 1995 and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants business of Seller hereunder; providedand its Subsidiaries. Notwithstanding the foregoing, however, that Purchaser shall advise Seller as soon as practicable after it obtains knowledge of Buyer may not under any breach circumstances conduct or nonperformance cause to be conducted any sampling or other invasive investigation of the representationsair, warranties soil, soil gas, surface water, groundwater, building materials or covenants 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 Sellerinjury 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) Purchaser will holdOn and after the Closing Date, 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 documents and information concerning Seller and its Subsidiaries will afford promptly to Buyer and its agents reasonable access to their respective books of account, financial and other records, information, employees and auditors to the Business furnished to Purchaser extent necessary or useful for Buyer in connection with the transactions contemplated by this Agreement (except any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the extent Business; provided that any such information can be shown access by Buyer shall not unreasonably interfere with the conduct of the business of Seller or 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 been access to (i) previously known by Purchaserpersonnel records of Seller relating to individual performance or evaluation records or medical histories, (ii) in materials entitled to legal privilege (or which could jeopardize the public domain through no fault attorney-client privilege of PurchaserSeller or its Subsidiaries), or (iii) later lawfully acquired by Purchaser from materials with respect to which Seller or its Subsidiaries owe an obligation of confidentiality to a third party or (iv) other sources) and will 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 risk of liability. The parties shall endeavor in good faith to make appropriate substitute disclosure arrangements, if practicable, in a manner that does not release or disclose such information give rise to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed circumstances referred to treat such information as confidential. In in the event that the transactions contemplated herein are not consummated for any 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 extent such information comes into the public domain through no fault of Purchaserpreceding sentence.

Access. (a) Prior 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 March 31non-controlled Acquired Subsidiaries, 1997the Company will use commercially reasonable efforts to cause such Acquired Subsidiaries to permit) representatives of Buyer (including legal counsel and accountants) to have, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on upon reasonable prior written notice, to have reasonable access during normal business hours and under reasonable circumstances, and in a manner so as not to its interfere with the normal business operations of the Acquired Companies and so as to comply with any then-applicable COVID-19 Measures, to the premises, personnel personnel, books, records (including Tax Returns (but excluding income Tax Returns of any federal consolidated (and Recordsstate combined or unitary) group of which each Acquired Company is a member and limited with respect to all other Tax Returns and correspondence with accountants to the portions of such Tax Returns and correspondence with accountants that specifically relate to the Acquired Companies)), Material Contracts, and documents of or pertaining to the Acquired Companies. Seller Buyer and its Affiliates and Representatives shall cooperate be permitted to perform environmental sampling, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions, with the prior written consent of the Sellers’ Representative (which consent may not be unreasonably withheld, delayed or conditioned). Neither Buyer, the SPAC nor any of their respective Representatives will contact any employee, customer, supplier or landlord of any Acquired Company without the 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 access information that (i) would violate applicable Law, (ii) would violate confidentiality obligations that the Acquired Companies or the Sellers have to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and third parties; provided that the Sellers’ Representative shall cause its officers, attorneys and accountants to, furnish Purchaser with such financial and operating data and other information as Purchaser from time give notice to 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 representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser shall advise Seller as soon as practicable after it obtains knowledge of any breach or nonperformance Buyer of the representationsfact that such documents or information are being withheld, warranties or covenants thereafter shall use its reasonable best efforts to obtain a waiver of Seller. (b) Purchaser will holdsuch obligation from the third parties, and will cause its authorized representatives (including its investors and lending institutions) to holdand, in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all until such waiver is obtained provide such documents and information concerning Seller and to the Business furnished fullest extent permissible without violating such obligations, (iii) relates to Purchaser 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 (except iv) constitutes information protected by the attorney/client and/or attorney work product privilege. Buyer will comply with, and will cause its Representatives to comply with, all of its obligations under the confidentiality agreement previously signed with respect to the extent Transaction (the “Confidentiality Agreement”), between the Company and the SPAC with respect to the terms and conditions of this Agreement and the Transaction and the Acquired Companies’ information disclosed pursuant to this Section 6.4(a), which agreement will remain in full force and effect until the Closing Date and survive any termination of this Agreement in accordance with the terms of the Confidentiality Agreement. (b) During the period from the date hereof and continuing until the earlier of the termination of this Agreement or the Closing Date, SPAC will permit representatives of the Sellers and the Company (including legal counsel and accountants) to have, upon reasonable prior written notice, reasonable access during normal business hours and under reasonable circumstances, and in a manner so as not to interfere with the normal business operations of SPAC and its Affiliates and so as to comply with any then-applicable COVID-19 Measures, to the premises, personnel, books, records, contracts, and documents of or pertaining to SPAC, Buyer and Merger Sub. Notwithstanding anything to the contrary in this Section 6.4(b), SPAC, Buyer and Merger Sub will not be required to provide information that such information can be shown to have been (i) previously known by Purchaserwould violate applicable Law, (ii) would violate confidentiality obligations that SPAC, Buyer, or Merger Sub have to third parties; provided that SPAC shall give notice to the Sellers’ Representative of the fact that such documents or information are being withheld and thereafter shall use its commercially reasonable efforts to cause such documents or information, as applicable, to be made available in the public domain through no fault of Purchasera manner that would not cause such a violation, or (iii) later lawfully acquired constitutes information protected by Purchaser from other sources) the attorney/client and/or attorney work product privilege. The Company will comply with, and will not release or disclose such cause its Representatives to comply with, all of its 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 other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) termination of this Agreement in connection accordance with this Agreement, it being understood that such Persons shall be informed by such party the terms of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of PurchaserConfidentiality Agreement.

Access. (a) Prior Subject to March 31Section 6.4 hereof, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on upon reasonable notice, each of Transferor, with respect to have the Transferred Business, and Parent shall, throughout the period prior to the earlier of the Closing or the termination of this Agreement, afford to each other and each other’s respective Representatives, reasonable access to its Representatives and, during normal business hours hours, in a manner that does not unreasonably interfere with business and operations, to its premisesand its Subsidiaries’ officers, personnel properties, Contracts, commitments, books, records (including Returns) and Records. Seller shall cooperate any report, schedule or other document filed or received by it pursuant to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shallthe requirements of the federal or state securities Laws, and shall use their respective reasonable best efforts to cause its officers, attorneys and accountants to, respective representatives to furnish Purchaser with promptly to the other such additional financial and operating data and other information information, including environmental information, as Purchaser from time to time shall its and its Subsidiaries’ respective businesses and properties as the other or its duly authorized representatives, as the case may be, may reasonably request, includingand instruct its employees, but not limited tolegal counsel, Seller's balance sheets for financial advisors, auditors and other authorized representatives to reasonably cooperate with the Business as of December 31, 1995 and September 30, 1996. No other in such other party’s investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser the foregoing shall advise Seller as soon as practicable after it obtains knowledge of not permit any breach party hereto to conduct any invasive or nonperformance destructive environmental sampling, testing or analysis (including any of the representations, warranties or covenants of Sellernature commonly referred to as a Phase II environmental assessment) on the other party’s property. (b) Purchaser For the purposes of this Section 5.5, all communications, including requests for information or access, pursuant to this Section 5.5, shall only be made by and among representatives of each of Transferor and Parent, each of whom shall initially be designated in writing by each of Transferor and Parent, 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 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 its authorized representatives (including its investors and lending institutions) 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 strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser confidence in connection accordance with the transactions contemplated by this Confidentiality Agreement and Section 6.4. (except d) Except as provided in Section 5.20, Transferor shall not be required to the extent that such provide a copy of (or access to) any 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 with respect to any business conducted by Transferor, other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of than the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of PurchaserTransferred Business.

Access. (a) Prior to March 31Each Company Party shall afford the Parent Parties and the officers, 1997, Purchaser may, through its employees, accountants, consultants, legal counsel, financial advisors, financing sources and agents and representativesother representatives (collectively, make or cause to be made such investigation “Representatives”) of Sellereach Parent Party, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable upon advance written notice, to have reasonable access during normal business hours hours, throughout the period prior to the earlier of the Effective Time and the Termination Date, to its premises, and its Subsidiaries’ personnel and Records. Seller shall cooperate properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to provide access to the requirements of applicable Laws and with such additional existing accounting, financing, operating, environmental and other data and information regarding the Company and its CustomersSubsidiaries, suppliers, lenders and such other parties as Purchaser Parent may reasonably request. Seller Notwithstanding the foregoing, the Company Parties 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 to the Company or any of its Subsidiaries or would constitute a violation of any applicable Law. No Parent Party, nor any of its officers, employees or other Representatives, shall be permitted to perform any onsite procedures (including an onsite study, any Phase II environmental site assessment or other invasive or subsurface testing, sampling, monitoring or analysis) with respect to any property of the Company or any of the Company’s Subsidiaries without the Company’s prior written consent. Parent shall, and shall does hereby agree to, indemnify, defend and hold the Company and its Subsidiaries and their respective Representatives harmless from and against any and all actual loss arising out of Parent’s or its Representatives’ actions taken in or on the Company’s or any of its Subsidiaries’ properties. Parent agrees that it will not, and will cause its officers, attorneys and accountants Representatives not to, furnish Purchaser with such financial and operating data and other use any information as Purchaser from time obtained pursuant to time shall reasonably request, including, but not limited to, Seller's balance sheets this Section 5.3(a) for any purpose unrelated to the Business as consummation of December 31, 1995 and September 30, 1996the transactions contemplated by this Agreement. No investigation information or knowledge obtained by Purchaser shall Parent in any way investigation pursuant to this Section 5.3(a) shall affect or otherwise diminish be deemed to modify any representation or warranty made by the representations, warranties and covenants of Seller Company 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 holdThe Parties hereby agree that all information provided to them or their respective officers, and will cause its authorized representatives (including its investors and lending institutions) to holddirectors, in strict confidence, unless compelled to disclose by judicial employees or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) Representatives in connection with this Agreement, it being understood that such Persons shall be informed by such party Agreement and the consummation of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reasonhereby shall be governed in accordance with the Mutual Confidentiality Agreement, Purchaser willdated as of May 12, upon request by Seller2025, 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, between the Company and shall maintain such confidence except to Parent (the extent such information comes into the public domain through no fault of Purchaser“Confidentiality Agreement”).

Access. Upon execution of this Agreement until the Closing Date, subject to the limitations expressly set forth in this Agreement, Seller and its Affiliates shall provide Purchaser and its representatives reasonable access to the Assets operated by Seller and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s possession for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) Prior violating applicable Laws, (b) violating any obligations to March 31any Third Party, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation (c) waiving any legal privilege of Seller, any of its Records Affiliates or its counselors, attorneys, accountants or consultants, and the Business as Purchaser deems necessary or advisable and shall have full access (d) to the auditors 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 attorneys its Affiliates’ normal business hours, and Purchaser’s investigation shall be conducted in a manner that minimizes interference with the operation of Sellerthe business of 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 permit use reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to obtain permission for Purchaser and its employees, agents and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide gain access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably 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 Third Party operated Properties to time shall reasonably request, including, but not limited to, Seller's balance sheets for inspect the Business as condition of December 31, 1995 and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller hereundersame; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission; provided, further, that 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 advise Seller as soon as practicable after it obtains knowledge of any breach or nonperformance of have the representations, warranties or covenants of Seller. right (b) Purchaser will hold, and will cause in its authorized representatives (including its investors and lending institutionssole discretion) to hold, elect in strict confidence, unless compelled writing to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller and exclude the Business furnished to Purchaser in connection with affected Asset(s) from the transactions contemplated by this Agreement (except to the extent that and, in such information can be shown to have been (i) previously known by Purchaserevent, (ii1) in the public domain through Base Purchase Price shall be reduced by the Allocated Value, if any, of such affected Asset(s), (2) such affected Asset(s) shall be deemed to be excluded from the definition of “Assets” and from the applicable exhibits attached hereto, (3) Purchaser shall have no fault obligations or liabilities of Purchaser, or any kind with respect to such excluded affected Assets and (iii4) later lawfully acquired by Purchaser from other sourcessuch affected Assets(s) and will not release or disclose such information shall thereafter be deemed to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with constitute Excluded Assets for all purposes of this Agreement; provided, it being understood for the avoidance of doubt, Purchaser shall not have the right to exclude Assets that such Persons shall be informed are operated by such party of the confidential nature of such information and shall be directed by such party and a Third Party. Seller or its designee shall have agreed the right to treat such information as confidential. In accompany Purchaser and its representatives whenever they are on site on the event that the transactions contemplated herein are not consummated for any 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 extent such information comes into the public domain through no fault of PurchaserAssets.

Access. (a) Prior to March 31, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on Upon reasonable advance written notice, to have access the Company and each of the Acquired Companies shall afford Parent’s representatives reasonable access, during normal business hours throughout the period prior to its premisesthe Effective Time, personnel to the Company’s books and Records. Seller records, properties and facilities (in each case, as related to the Acquired Companies and Company Properties) and, during such period, the Company shall cooperate furnish promptly to provide access to its Customers, suppliers, lenders Parent all readily available information concerning the Company’s and such other parties the Acquired Companies’ business as Purchaser Parent may reasonably 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 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 representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser the Company shall advise Seller as soon as practicable after it obtains knowledge 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 breach or nonperformance Trade Secrets of the representations, warranties or covenants of Seller. third parties; (b) Purchaser violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law; or (e) materially interfere with the conduct of the Company’s or the Acquired Companies’ business. No physically invasive or destructive testing or soil investigations, including, without limitation, soil borings or Phase II environmental testing, shall be performed without the prior written approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. While on the Company Properties, Parent will holdcomply, and will cause any of its authorized representatives to comply, in all material respects with all applicable governmental laws and regulations. Parent shall repair any damage to the Company Properties or any adjacent property caused by such actions to the substantially same condition as existed prior to Parent’s action and does hereby agree to indemnify, defend, save and hold Company and, as the case may be, its subsidiaries, members, managers, partners, trustees, shareholders, directors, officers, employees and agents of the Company and its members (including 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 investors and lending institutionsrepresentatives at the Company Properties except (i) to holdthe extent such claim or damage was caused by the gross negligence or willful misconduct of the Company or any Company Party, and/or (ii) for any existing conditions merely discovered by Parent or its representatives, unless exacerbated by Parent’s negligence or willful misconduct (in which case Parent shall be responsible solely to the extent of such exacerbation). Notwithstanding anything to the contrary in this Agreement, Parent shall not be entitled to recover from the Company or any direct or indirect owner or affiliate thereof (and in no event shall any of the foregoing be responsible for) consequential, special or any other indirect damages arising from this Section 6.4 unless such damages are payable by a Company Party to an unaffiliated third party. Parent specifically acknowledges and agrees not to utilize any such access for, or to otherwise engage (before the Closing Date) in, any marketing of all or any part of the Company Properties. In the event Parent discovers a preexisting condition at the Property, Parent hereby covenants that it shall not disclose such condition to any person (other than to its representatives) or governmental authority, except as otherwise required by applicable law or legal process; provided, however, Parent shall first notify the Company of such legal requirement and shall give the Company the opportunity to defend against or attempt to limit such disclosure through appropriate proceedings (and Parent shall cooperate in good faith with the Company, at the Company’s sole cost and expense, in strict confidenceconnection therewith) or make the disclosure itself. Prior to Parent’s or its representative’s entry on the Company Properties, unless compelled Parent shall furnish (or caused to disclose be furnished) to the Company a certificate naming the Company and each of the applicable Company Subsidiaries as additional insureds on Parent’s commercial general liability insurance policy, which such commercial general liability (occurrence) insurance is in an amount of not less than One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) in the aggregate, and with excess umbrella coverage of Five Million Dollars ($5,000,000). Parent shall also maintain, with respect to its employees, if any, workers compensation insurance in an amount required by judicial or administrative process or official request or by other requirements of law, all documents together with employer’s liability, with a waiver of subrogation. Parent agrees to maintain such coverages until the Closing Date. No investigation pursuant to this Section 6.4 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 6.4 must be directed to the General Counsel of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, the Parent Parties shall not, and information concerning Seller and shall cause their respective representatives not to, contact any tenant, customer or supplier of the Business furnished to Purchaser Company in connection with the transactions contemplated by this Agreement Mergers or any of the other Transactions without the Company’s prior written consent (except such consent not to be unreasonably withheld, conditioned or delayed), and the extent Parent Parties acknowledge and agree that any such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons contact shall be informed arranged by such party and with a representative of the confidential nature of such Company participating. All information obtained by Parent and its representatives pursuant to this Section 6.4 shall be directed by such party and shall have agreed to treat such information treated as confidential. In “Evaluation Material” of the event that Company for purposes of the transactions contemplated herein are not consummated for any 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 extent such information comes into the public domain through no fault of PurchaserConfidentiality Agreement.

Access. (a) Prior Subject to March 31Section 6.6, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access for purposes reasonably related to the auditors and attorneys of Seller. transactions contemplated by this Agreement, prior to the last Closing, Seller shall permit Purchaser afford Buyers, their financing sources, and its employeestheir counsel, agents accountants, consultants and representatives, on reasonable notice, to have other representatives such access during normal business hours reasonable times and at Buyers’ expense to its premises, personnel the Stores and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders Real Property and such other parties as Purchaser may reasonably request. Seller shallany landlords therefor, and shall cause its officers, attorneys promptly (and accountants to, furnish Purchaser with in any event within five business days after a request therefor) provide such financial and operating data and other information regarding the Stores (including property management system asset listings or reports), in each case as Purchaser Buyers shall from time to time reasonably request and to the extent Seller or an affiliate thereof has such information under its control or possession and reasonably available (without the incurrence of significant cost or expense to third parties); provided, however, that (i) any such investigation of the Stores shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business and shall be subject to, and conducted in accordance with, the terms of the applicable Lease, (ii) Seller shall not be required to provide Buyers with any such access to the extent provision of such access would reasonably requestbe expected to result in a breach or violation of, or default under, any Law or Contract and (iii) Buyers shall indemnify, defend and hold harmless the Seller Indemnitees from and against any and all Losses or Liabilities incurred by any Seller Indemnitees, relating to, arising out of or resulting from any such access and which was caused by Buyers or their representatives as a result of such access; provided, however, if any claim relating thereto is asserted against Seller, Seller shall promptly give written notice thereof to Buyers; provided, further, that Buyers shall not be required to indemnify Seller if and to the extent that any such damage was caused by any Seller Indemnitee and in no event shall Buyers be liable for any damages, including any perceived loss of economic value in any Leased Real Property or Purchased Asset, as a result of any Buyer’s discovery of any pre-existing conditions affecting any Leased Real Property or Purchased Asset or any facts, circumstances or omissions which constitute a breach of this Agreement or for which Seller is obligated to indemnify any Buyer Indemnitee. Seller shall have the right to have a representative present at all times during any such access to the Stores. Such investigation by 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 applicable Closing and (b) to one Store, to be mutually designated by Seller and Buyers, to connect that Store, and one lane in that Store, to the applicable Buyer’s network to allow testing and trouble-shooting. Buyers shall use reasonable best efforts to avoid any damage to the Stores and the Seller Real Property and, in the event of any physical damage to the Stores or the Seller Real Property caused by Buyers, their financing sources, or their counsel, accountants, consultants and or other representatives by virtue of Buyers’ or such other parties’ on-site investigations, Buyers agree to promptly repair any physical damage to such Stores or Seller Real Property caused by any acts of Buyers or such other parties and to restore such Stores or Seller Real Property to substantially the same condition it was in immediately prior to such inspections, including, but not limited to, 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 representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser shall advise Seller as soon as practicable after it obtains knowledge immediate removal of any breach or nonperformance of objects placed on 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 documents and information concerning Stores and/or the Seller and the Business furnished to Purchaser Real Property in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of Purchaserinspections.

Access. (a) Prior Subject to March 31applicable Law, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on upon reasonable notice, to have access the Company and Parent each shall (and shall cause its Subsidiaries to) afford the other’s Representatives (including, for this purpose, environmental consultants) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its premisesproperties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably requestbe requested, provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent or Merger Sub, and provided, further, that the foregoing shall not require the Company or Parent (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company or Parent, as the case may be, shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of the Company or Parent, as the case may be, or any of its Subsidiaries. Seller All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of the Company or Parent, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be. 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 officers, attorneys Subsidiaries and accountants its and their respective Representatives to, furnish Purchaser use their reasonable best efforts to cooperate on a timely basis with such 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 operating data 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 information as Purchaser from time requested certificates or documents, including a certificate of the chief financial officer of the Company or any of its Subsidiaries with respect to time shall reasonably requestsolvency matters, includingcomfort letters of accountants, but not limited toconsents of accountants for use of their reports in any materials relating to such funding, Seller's balance sheets 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, cash management and accounting systems, policies and procedures relating thereto for the Business as purposes of December 31, 1995 establishing collateral arrangements and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties establishing bank and covenants of Seller 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, other accounts and will cause its authorized representatives (including its investors blocked account agreements 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 documents and information concerning Seller and the Business furnished to Purchaser lock box arrangements in connection with the transactions contemplated by this Agreement (except foregoing and to conduct a due diligence investigation of the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) Company 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) Subsidiaries in connection with this Agreementany bank financing, it being understood including access to outside accountants and key customers and key suppliers); provided that (1) such Persons requested cooperation does not materially and adversely interfere with the ongoing operations of the Company or any of its Subsidiaries and (2) none of the Company or any of its Subsidiaries shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed required to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for pay any reason, Purchaser will, upon request by Seller, promptly return to Seller all copies of any Schedules, statements, documents commitment or other written information obtained similar fee or incur any other expense in connection herewith, without retaining any copies or summaries thereof, and shall maintain such confidence except with their cooperation in the funding process prior to the extent such information comes into the public domain through no fault of PurchaserEffective Time.

Access. (a) Prior to March 31Upon reasonable advance notice, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representativesCompany, on reasonable noticethe one hand, to have access during normal business hours to its premisesand Parent, personnel and Records. Seller shall cooperate to provide access to its Customerson the other hand, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause each of its Subsidiaries to, (x) afford the other party’s Representatives reasonable access, during normal business hours throughout the period prior to the Company Merger Effective Time, to all properties, facilities, officers, attorneys offices and accountants toother facilities, and books and records of the Acquired Companies or the Parent Companies, as applicable, and, during such period, the Company or Parent, as applicable, shall furnish Purchaser promptly to the other party all readily available information concerning its business, properties, Contracts, assets and liabilities of itself and its Subsidiaries as the other party may reasonably request and (y) permit such inspections as the other party may reasonably require and promptly furnish the other party with such financial and operating data and other information with respect to the business, properties and personnel of itself and each of its Subsidiaries as Purchaser from time to time shall the other party may 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 representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser the Acquired Companies or the Parent Companies, as applicable, shall advise Seller as soon as practicable after it obtains knowledge of not be required to permit any breach inspection or nonperformance other access, or to disclose any information, that in the reasonable judgment of the representationsCompany or Parent, warranties as applicable, could: (a) violate any obligation of the Acquired Companies or covenants of Seller. the Parent Companies, as applicable, with respect to confidentiality, non-disclosure or privacy to a Third Party; (b) Purchaser will holdjeopardize protections afforded to any of the Acquired Companies or the Parent Companies, as applicable, under the attorney-client privilege or the attorney work product doctrine, and in any such event, the parties hereto will cause its authorized representatives use commercially reasonable efforts to make appropriate substitute disclosure arrangements; (c) violate any Law; or (d) materially interfere with the conduct of the business of the Acquired Companies or the Parent Companies, as applicable (provided that the Company or Parent, as applicable, shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (a) through (d)). No investigation pursuant to this Section 5.6 shall affect or be deemed to qualify, modify or limit any representation or warranty in this Agreement of any party or any condition to the obligations of the parties. All requests for access pursuant to this Section 5.6 must be directed to the Chief Executive Officer of the Company or Parent, as applicable, or another Person designated in writing by such party. The Company shall cooperate and participate, as reasonably requested by Parent from time to time and to the extent consistent with applicable Law, in Parent’s efforts to oversee the integration of the parties’ operations in connection with, and taking effect upon consummation of, the Mergers, including providing such reports on operational or financial matters as Parent may reasonably request (including its investors customer billing and lending institutions) other data files for the purpose of system integration and testing as well as compensation and payroll data files for the purpose of payroll system integration and testing with respect to holdemployees of the Acquired Companies). The Parent Parties, in strict confidenceon the one hand, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser Company Parties, on the other hand, shall not, and shall cause their respective Representatives not to, contact any customers, suppliers, vendors, service providers, joint venture partners, lessors, lessees, consultants or lenders of the Company or Parent, as applicable, in connection with the transactions Mergers or any of the other Transactions without the Company’s, or Parent’s, as applicable, prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that the Company shall use its reasonable best efforts to allow the Parent Parties to communicate with the Acquired Companies’ property managers (including the Company Management Companies), asset managers and accounting staff, provided that any such communication contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons foregoing sentence shall be informed arranged by the Company and the Company may have a Representative participate in any such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of Purchasercommunications.

Access. (a) Prior to March 31the Closing, 1997, Purchaser may, through its employees, agents and representatives, make or cause the Seller shall afford to be made such investigation of Sellerthe Buyer, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys and accountants to, furnish Purchaser with such financial and operating data and other information as Purchaser from time to time shall reasonably request, Representatives (including, but not limited toto any potential financing source), Seller's balance sheets inspectors, appraisers and engineers reasonable access (during normal business hours and in such a manner as not to unreasonably interfere with the normal operation of the Seller or its Selling Subsidiaries) 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 employees of the Seller or any 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 purposes of conducting environmental assessments, in each case, as the Business Buyer and its Representatives may reasonably request. Notwithstanding the foregoing, except as otherwise set forth herein, the Buyer hereby agrees that with respect to any such investigation, inspection, interview or solicitation of information, the Buyer shall comply with the terms, conditions and obligations of the Buyer set forth in Sections 1 through 7 of that certain Access and Due Diligence Agreement dated as of December 31October 3, 1995 2014, among the Seller and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish certain Affiliates thereof and the representations, warranties Buyer (the “Access and covenants of Seller 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 institutionsDue Diligence Agreement”) to hold, the same extent as if such sections were set forth in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser their respective entireties in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood and notwithstanding that such Persons Access and Due Diligence Agreement will automatically terminate upon the execution of this Agreement. The Buyer’s indemnity and insurance obligations under this Section 6.2 shall survive the Closing or termination of this Agreement for 6 months; the Buyer’s confidentiality obligations under this Section 6.2 shall survive the termination of this Agreement for a period of one (1) year. The Buyer hereby agrees that no such environmental or other investigation shall involve a “Phase II” assessment or any other inspection which involves the movement, disassembly or other intrusion of or with respect to, any Acquired Property, shall be informed by such party performed without the prior written consent of the confidential nature Seller. It is acknowledged and agreed that such access rights shall include the right to interview the tenants or subtenants under the Space Leases upon the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Upon such information consent, the Seller shall arrange Buyer’s requested meeting with tenants at mutually agreeable times and the Seller’ Representatives shall be directed by entitled to attend any such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of Purchasermeetings.

Access. (a) Prior to March 31, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records Between the date hereof and the Business as Purchaser deems necessary or advisable and Closing, Seller (i) shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shallgive, and shall use commercially reasonable efforts to cause the Acquired Companies to give, each Buyer and its officersauthorized representatives reasonable access, attorneys during regular business hours and accountants toupon reasonable advance Notice, to such employees, plants, pipelines, and other facilities, and such books and records, of the Acquired Companies and Seller, as are reasonably necessary to allow each Buyer and its authorized representatives to make such inspections as they may reasonably require to verify the accuracy of any representation or warranty contained in this Agreement or as they may reasonably require for the transition of the ownership interests in the Acquired Companies from Seller to the applicable Buyer and (ii) shall use commercially reasonable efforts to cause officers of the Acquired Companies to furnish Purchaser each Buyer and its authorized representatives with such financial and operating data and other information with respect to the Acquired Companies as Purchaser is available to such officers and as such Buyer may from time to time shall reasonably request, including, but not limited . Neither Buyer shall have any right of access to, Seller's balance sheets for the Business as of December 31and Seller shall have no obligation to provide to either Buyer, 1995 and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller 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. (b1) 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 documents and information concerning Seller and the Business furnished to Purchaser bids received from others in connection with the transactions contemplated by this Agreement and information and analysis (except including financial analysis) relating to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaserbids, or (iii2) later lawfully acquired by Purchaser from other sources) and will not release 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 disclose Seller relating to such information or to cause either Seller or any other PersonAcquired Company or any of their Affiliates to breach a confidentiality obligation, except its auditorsprovided that Seller shall use commercially reasonable efforts to obtain a waiver of any such confidentiality obligations (collectively, attorneysthe “Excluded Information”). Each Buyer agrees that if Seller or an Acquired Company inadvertently furnishes to such Buyer copies of or access to Excluded Information, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser Buyer will, upon Seller’s request by Seller, promptly return same to Seller or such Acquired Company together with any and all copies of any Schedules, statements, documents extracts therefrom or notes pertaining thereto (whether in electronic or other written information obtained in connection herewith, without retaining any copies or summaries thereof, and shall maintain such confidence except to the extent such information comes into the public domain through no fault of Purchaserformat).

Access. Seller (ai) Prior shall give to March 31, 1997, Purchaser may, through Buyer and to its representatives (such representatives to include employees, agents consultants, independent contractors, attorneys and representatives, make or cause to be made such investigation other advisors of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have Buyer) full access to all of the auditors Properties and attorneys the Records, as well as all of Seller. the offices, personnel, books, files, records, contracts, correspondence, computer output and data files (to the extent Seller shall permit Purchaser has the right to make same available), maps, data, reports, plats and its employeesother documents of Seller or to which Seller has access pertaining to any of the Properties including all abstracts of title, agents lease files, unit files, production marketing files, title policies, title opinions, title files and representativestitle records, on reasonable noticeownership maps, to surveys and any other information, data, records, and files which Seller may have (or have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys and accountants to, furnish Purchaser with such financial and operating data and other information as Purchaser from time to 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 ) relating in any way affect to the Properties, the past or otherwise diminish the representations, warranties and covenants of Seller 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 documents and information concerning Seller present operation thereof and the Business furnished marketing of production therefrom (and Buyer shall have the right to Purchaser in connection 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 Properties as requested by Buyer; (iii) shall furnish to Buyer all other information with respect to the transactions contemplated Properties as reasonably requested by this Agreement (Buyer, except to the extent 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 information can be shown prohibition; (iv) hereby authorizes Buyer and its representatives 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, consult with attorneys, financial advisors abstract companies and other consultants or independent contractors of Seller (whether utilized in the past or presently) concerning title related matters; and advisors (v) hereby authorizes Buyer and lending institutions (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 banks) the right inspect the environmental condition of the Properties and conduct testing in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed therewith. With respect to treat such information as confidential. In the event that the transactions contemplated herein computerized materials which are not consummated for any reason, Purchaser will, upon request owned by Seller, promptly return over which Seller has control or to which Seller all copies of any Scheduleshas access, statements, documents or other written information obtained in connection herewith, without retaining any copies or summaries thereof, and Seller shall maintain make available such confidence except materials to Buyer to the extent such information comes into it is not prohibited from so doing by existing contractual commitments and will use its reasonable best efforts to make available to Buyer after the public domain through no fault Closing the use of Purchaserany computer services which Buyer reasonably desires to utilize in the ownership or operation of the Properties.

Access. (a) Prior Subject to March 31specific restrictions imposed upon Seller and Company by Law or Contract to which either of them is a party and to the execution and delivery by each of the representatives of Buyer referred to below of a confidentiality agreement on substantially the same terms as set forth in that certain Confidentiality Agreement dated April 30, 1997, Purchaser may, through its employees, agents 1997 by and representatives, make or cause to be made such investigation of between Buyer and Seller, its Records Seller and the Business as Purchaser deems necessary or advisable Company shall authorize and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser Buyer and its employees, agents representatives (which term shall be deemed to include its independent accountants and representatives, on reasonable notice, counsel and representatives of prospective financing institutions of Buyer) to have reasonable access during normal business hours hours, upon reasonable notice and in such manner as will not unreasonably interfere with the conduct of their respective businesses, to its premisesall of their respective properties, personnel books, records, operating instructions and Records. Seller shall cooperate to provide access to its Customersprocedures, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shallTax Returns, and shall cause its officers, attorneys and accountants to, furnish Purchaser with such financial and operating data and all other information with respect to the Business as Purchaser Buyer may from time to time shall reasonably 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, but not limited towithout limitation, Seller's balance sheets the directors, officers, employees, accountants, counsel, suppliers, customers, and creditors of Seller (with respect to the Business) and Company, as are reasonably necessary or appropriate for the Business as purposes of December 31, 1995 and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller 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 documents and information concerning Seller and familiarizing them with the Business furnished to Purchaser in connection with and obtaining any necessary Approvals of or Permits for the transactions contemplated by this Agreement Agreement. Without limiting the generality of the foregoing, Buyer shall be entitled to (except a) conduct or cause to be conducted without the consent of Seller or Company, an environmental compliance audit of the Business and, respect to any interest in real property held by Seller (with respect to the extent that such information can be shown to have been (iBusiness) previously known by Purchaseror Company, a non-invasive environmental audit consisting of a "phase 1" environmental study, (iib) in conduct or cause to be conducted subject to the public domain through no fault prior written consent of Purchaser, Seller or Company (iiiwhich consent shall not be unreasonably withheld) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information with respect to any interest in real property held by Seller (with respect to the Business) or Company such other Personenvironmental investigations or studies as Buyer may desire and (c) review, except its auditorsas soon as available, attorneyscopies of all reports, financial advisors renewals, filings, certificates, statements and other consultants and advisors and lending institutions documents received by Seller (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 respect to the extent such information comes into the public domain through no fault of PurchaserBusiness) or Company from any Governmental Entity.

Access. (a) Prior Lessor hereby grants to March 31Lessees and their respective Affiliates, 1997agents, Purchaser mayemployees and contractors (collectively, through its employees“Lessees’ Parties”) free of charge, agents an irrevocable, non-exclusive right of access to and representativesuse of those portions of the Refinery Site that are reasonably necessary for access to and/or the operation of the Relevant Assets and Additional Improvements by Lessees as a stand-alone enterprise, make or cause 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 made such investigation of Seller, its Records and provided by Lessor under the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys and accountants to, furnish Purchaser with such financial and operating data and other information as Purchaser from time to 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 representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser shall advise Seller as soon as practicable after it obtains knowledge of any breach or nonperformance terms of the representations, warranties or covenants of SellerSite Services Agreement. (b) Purchaser will holdLessor hereby retains for itself and its Affiliates, agents, employees and will cause its authorized representatives contractors (including its investors and lending institutions) collectively, “Lessor’s Parties”), the right of access to hold, in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements all of law, all documents and information concerning Seller the Premises and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been Relevant Assets (i) previously known by Purchaserto determine whether the conditions and covenants contained in this Lease are being kept and performed, (ii) in the public domain through no fault of Purchaserto comply with Environmental Laws, or and (iii) later lawfully acquired by Purchaser from other sources) to inspect, maintain, repair, improve and will not release operate the SUMF Assets and the Shared Access Facilities and any assets of Lessor located on the Premises or disclose such information to install or construct any other Personstructures or equipment necessary for the maintenance, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, upon request by Seller, promptly return to Seller all copies operation or improvement of any Schedulessuch assets or the installation, statementsconstruction or maintenance of any Connection Facilities, documents or other written information obtained all so long as such access by Lessor’s Parties does not unreasonably interfere in connection herewithany material respect with Lessees’ operations on the Premises and complies with Lessees’ rules, without retaining any copies or summaries thereof, norms and shall maintain such confidence except to procedures governing safety and security at the extent such information comes into the public domain through no fault of PurchaserPremises.

Access. (a) Prior to March 31, 1997, Purchaser may, through its employees, agents From the date hereof and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access prior to the auditors Closing, Seller and attorneys of Seller. Seller Parent shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys and accountants to, furnish Purchaser Buyer with such financial and operating data and other information as Purchaser Buyer may from time to time shall reasonably request, including, but not limited to, Seller's balance sheets for request with respect to the Tissue Business as of December 31, 1995 and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller 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 documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except Agreement, and shall provide Buyer and its accountants, counsel, consultants and other representatives reasonable access during regular business hours and upon reasonable notice to the extent personnel, properties, books and records of the Tissue Business as Buyer may from time to time reasonably request; provided that Seller and Parent shall not be obligated to provide Buyer with any information not material to the Tissue Business relating to trade secrets or which would violate any law, rule or regulation or term of any Commitment, or if the provision thereof would adversely affect the ability of Seller or Parent or any of their respective affiliates to assert attorney-client, attorney work product or other similar privilege. Seller acknowledges that Buyer shall be entitled to cause an information memorandum to be prepared and used in connection with the consummation of Buyer's financing of the transactions contemplated hereby pursuant to the Financing Letters and agrees to use commercially reasonable best efforts to furnish Buyer with access to, and to cause the cooperation of, all personnel necessary for Buyer to consummate such information can be shown to have been financing, provided that (i) previously known by Purchaser, 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 public domain through no fault "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 Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose any such information memorandum shall treat the information contained therein related to any other Personthe Tissue Business as confidential in accordance with Buyer's obligations under the Confidentiality Agreement. In addition, except its auditorsParent and Seller shall request their accountants, attorneysat Buyer's request, financial advisors to consent to the inclusion of their report or reports in, and other consultants and advisors and lending institutions (including banks) to issue a comfort letter on customary terms in connection with this Agreementwith, any information memoranda or filings required by such financing. Seller and Parent expressly disclaim (and Buyer hereby acknowledges and agrees to such disclaimer) any responsibility for the completeness or accuracy or sufficiency for Buyer's purposes of the information contained in any such information memorandum (it being understood that such Persons no cooperation provided by Seller or Parent pursuant to this Section 4.03 shall be informed by such party diminish, change or enlarge the representations and warranties of the confidential nature of such information Parent and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of Purchaserexpressly set forth herein).

Access. (a) Prior Subject to March 31Section 8.17 hereof, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on upon reasonable notice, each of IP, with respect to have the Spinco Business, Spinco and UWWH shall, throughout the period prior to the earlier of the Effective Time or the termination of this Agreement, afford to each other and each other’s respective Representatives, reasonable access to its Representatives and, during normal business hours hours, in a manner that does not unreasonably interfere with business and operations, to its premisesand its Subsidiaries’ and the Spinco Subsidiaries’ officers, personnel properties, Contracts, commitments, books, records (including Returns) and Records. Seller shall cooperate any report, schedule or other document filed or received by it pursuant to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shallthe requirements of the federal or state securities Laws, and shall use their respective reasonable best efforts to cause its officers, attorneys and accountants to, respective representatives to furnish Purchaser with promptly to the other such additional financial and operating data and other information information, including environmental information, as Purchaser from time to time shall its and its Subsidiaries’ and the Spinco Subsidiaries’ respective businesses and properties as the other or its duly authorized representatives, as the case may be, may reasonably request, includingand instruct its employees, but not limited tolegal counsel, Seller's balance sheets for financial advisors, auditors and other authorized representatives to reasonably cooperate with the Business as of December 31, 1995 and September 30, 1996. No investigation by Purchaser shall other in any way affect or otherwise diminish the representations, warranties and covenants of Seller hereundersuch other Party’s investigation; provided, however, that Purchaser the foregoing shall advise Seller as soon as practicable after it obtains knowledge of not permit any breach Party to conduct any invasive or nonperformance destructive environmental sampling, testing or analysis (including without limitation any of the representations, warranties or covenants of Sellernature commonly referred to as a Phase II environmental assessment) on the other Party’s property. (b) Purchaser For the purposes of this Section 8.10, all communications, including requests for information or access, pursuant to this Section 8.10, shall only be made by and among representatives of each of IP, Spinco and UWWH, each of whom shall initially be designated in writing by each of IP, 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 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 its authorized representatives (including its investors and lending institutions) 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 strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser confidence in connection accordance with the transactions contemplated by Confidentiality Agreement and Section 8.17. (d) Notwithstanding any other provision of this Agreement Section 8.10 or the other provisions of this Agreement, IP shall not be required to provide a copy of (except to the extent that such information can be shown to have been or access to) any (i) previously known information with respect to any business conducted by PurchaserIP, other than the Spinco Business, or (ii) in the public domain through no fault of Purchaser, IP Income Tax Return or IP Non-Income Tax Return (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information than as confidential. In the event that the transactions contemplated herein are not consummated for any 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 required pursuant to the extent such information comes into the public domain through no fault of PurchaserTax Matters Agreement).

Access. (a) Prior From and after the Closing Date, in connection with any reasonable business purpose, including the preparation of Tax Returns, financial statements, SEC or bank regulatory reporting obligations, or the determination of any matter relating to March 31the rights or obligations of Seller or any of its Affiliates under any Transaction Agreement, 1997upon reasonable prior notice, Purchaser may, through its employees, agents and representatives, make or cause except as determined in good faith to be made such investigation of Sellernecessary to (i) ensure compliance with any applicable Law, its Records and (ii) preserve any applicable privilege (including the Business as Purchaser deems necessary attorney-client privilege), or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees(iii) comply with any contractual confidentiality obligations, agents and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller 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 officersRepresentatives and their respective Affiliates reasonable access, attorneys during normal business hours, to the properties, books and accountants torecords of Buyer and its Affiliates in respect of Company, Company Subsidiary and the Business, (B) furnish Purchaser with to Seller and its Representatives and their respective Affiliates such additional financial and operating data and other information regarding Company, Company Subsidiary, their respective Affiliates and the Business as Purchaser Seller or its Representatives may from time to time shall reasonably requestrequest 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, includingexpertise, but not limited totestimony, notes or recollections or presence may be necessary to assist Seller's balance sheets , its Representatives or their respective Affiliates in connection with its inquiries for any purpose referred to above, including the Business presence of such persons as of December 31, 1995 and September 30, 1996. No investigation by Purchaser shall witnesses in any way affect hearings or otherwise diminish the representations, warranties and covenants of Seller hereundertrials for such purposes; provided, however, that Purchaser such investigation shall advise Seller as soon as practicable not unreasonably interfere with the business or operations of Buyer or any of its Affiliates; and provided, further, that the auditors and accountants of Buyer or its Affiliates shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after it obtains knowledge of any breach such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or nonperformance of the representations, warranties or covenants of Selleraccountants. (b) Purchaser will holdIf so requested by Buyer 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 respective Affiliates, as the case may be, shall enter into a customary joint defense agreement or common interest agreement with Parent, Buyer and will cause its authorized representatives (including its investors and lending institutions) to holdtheir respective Affiliates, in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished its Affiliates, as applicable, with respect to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such any information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, upon request by Seller, promptly return provided 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 pursuant to the extent such information comes into the public domain through no fault of PurchaserSection 7.01(a).

Access. (a) Prior Upon execution of this Agreement until the earlier to March 31occur of the Closing or the termination of this Agreement, 1997Seller shall give Purchaser, Purchaser mayits Affiliates, through 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 employeesAffiliates’ possession and (to the extent any required consents, agents and representativesif any, make 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 cause to be made such investigation breaching any Contracts, (ii) waiving any legal privilege of Seller, any of its Records Affiliates, or its counselors, attorneys, accountants, or consultants, or (iii) violating any obligations to any Third Party. Such access shall be granted to Purchaser and the Business Purchaser’s Representatives (A) in the offices of Seller located in Houston, Texas, (B) 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 deems necessary 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 advisable any of Purchaser’s Representatives with respect to the 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 full access 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 auditors Defect Deadline. Prior to Closing, Purchaser’s investigation and attorneys review shall be conducted in a manner that minimizes interference with the ownership or operation of Sellerthe Assets or the business of Seller or co-owners thereof. If the Closing does not occur, Purchaser (x) shall promptly return to Seller or destroy all copies of the Records, reports, summaries, evaluations, due diligence memos, and derivative materials related thereto in the possession or control of Purchaser or any of Purchaser’s Representatives and (y) shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, keep and shall cause its officerseach of Purchaser’s Representatives to keep, attorneys any and accountants toall information obtained by or on behalf of Purchaser confidential, furnish Purchaser with such financial and operating data and other information except, in each case, as Purchaser from time to 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 otherwise required by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller 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 SellerLaw. (b) Purchaser will holdagrees to indemnify, defend, and will cause its authorized representatives 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 access to the Records, any 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 investors sole cost and lending institutionsexpense and without any cost or expense to Seller or its Affiliates, (i) repair all damage done to hold, in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser Assets in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser’s due diligence, (ii) restore the Assets damaged in connection with Purchaser’s due diligence to the public domain through no fault approximate same condition than they were prior to commencement of Purchaser’s due diligence, or and (iii) later lawfully acquired by Purchaser from remove all equipment, tools, or 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) property brought onto the Assets in connection with this Agreement, it being understood Purchaser’s due diligence. (d) During all periods that such Persons shall be informed by such party Purchaser or any of Purchaser’s Representatives are on the confidential nature of such information and shall be directed by such party and shall have agreed Assets or Seller’s premises prior to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reasonClosing, Purchaser willshall maintain, upon at its sole expense, sufficient policies of insurance to cover such diligence investigation. Upon request by Seller, promptly return Purchaser shall provide evidence of such insurance to Seller all copies prior to entering the Assets or premises of any Schedules, statements, documents Seller or other written information obtained in connection herewith, without retaining any copies or summaries thereof, and shall maintain such confidence except to the extent such information comes into the public domain through no fault of Purchaserits Affiliates.

Access. (ai) Prior to March 31For purposes of furthering the transactions contemplated hereby, 1997Seller shall afford Buyer, Purchaser mayand its Affiliates and its and their respective officers, through its directors, managers, equity owners, members, employees, accountants, consultants, legal counsel bankers, advisors, representatives and authorized agents and representatives(collectively, make or cause to be made such investigation of Seller“Representatives”), its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access during normal business hours upon reasonable advance notice to its premisesSeller, personnel throughout the period from the Execution Date until the earlier of the termination of this Agreement and Records. Seller shall cooperate the date that is two years after the Closing Date, to provide access to its CustomersSeller’s personnel, suppliersproperties, lenders contracts, commitments, books and records and such other parties information concerning the business, properties and personnel of the Business as Purchaser 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 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 of Seller. (ii) Seller shall, and shall cause its officers, attorneys and accountants Affiliates to, furnish Purchaser 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 each of the real properties owned or leased by Seller or any of its Affiliates at which any of the Acquired Assets are physically located in 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 operating data other books and other information records which comprised part of the Acquired Assets that are required to administer and close the Bankruptcy Case, which access shall include (A) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such required documents and records and (B) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as Purchaser from time to time shall reasonably request, includingthey require, but not limited to, Seller's balance sheets only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and applicable Permitted Access Party reimburses Buyer for the Business as of December 31, 1995 reasonable costs and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller hereunderexpenses thereof; provided, however, that Purchaser the foregoing rights of access shall advise Seller not be exercisable in such a manner as soon as practicable after it obtains knowledge to interfere with the normal operations 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 institutionsBuyer’s business. Notwithstanding anything contained in this Section 7(c) to holdthe contrary, in strict confidenceno event shall Seller have access to any information that, unless compelled to disclose by judicial or administrative process or official request or by other requirements based on advice of lawBuyer’s counsel, all documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been could (i) previously known by Purchaserreasonably be expected to create liability under applicable Law, or waive any legal privilege, (ii) result in the public domain through no fault discharge of Purchaserany Trade Secrets of Buyer, its affiliates or any third parties or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information violate any obligation of Buyer with respect to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of Purchaserconfidentiality.

Access. (a) Prior to March 31Upon execution of this Agreement until the Closing Date, 1997Sellers shall give Purchaser, Purchaser mayits Affiliates, through its and each of their respective officers, employees, agents agents, accountants, attorneys, investment bankers, environmental consultants, and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full other authorized representatives (“Purchaser’s Representatives”) reasonable access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access Records in Sellers’ possession during Sellers’ normal business hours 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 premisesAffiliates or its counselors, personnel 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 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. Sellers or its designee shall have no rights to conduct any environmental assessment, 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. Seller , 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 cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, keep and shall cause its officerseach of Purchaser’s Representatives to keep, attorneys any and accountants toall information obtained by or on behalf of Purchaser confidential, furnish Purchaser with such financial and operating data and other information except, in each case, as Purchaser from time to 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 otherwise required by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller 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 SellerLaw. (b) Purchaser will holdagrees to indemnify, defend, and will cause its authorized representatives 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 its investors court costs and lending institutions) reasonable attorneys’ fees), including Damages attributable to, arising out of, or relating to hold, in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except access to the extent 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 such information can Purchaser or any of Purchaser’s Representatives are on Sellers’ premises, Purchaser shall maintain, at its sole 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 shown to have been carried by Purchaser hereunder shall (i) previously known by Purchaserbe primary insurance, (ii) in list the public domain through no fault members of Purchaserthe Seller Group as additional insureds, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party waive subrogation against the members of the confidential nature Seller Group, and (iv) provide for five (5) days prior notice to Sellers in the event of cancellation or modification of the policy or reduction in coverage. Upon request by Sellers, Purchaser shall provide evidence of such information and shall be directed by such party and shall have agreed insurance to treat such information as confidential. In Sellers prior to entering the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, upon request by Seller, promptly return to Seller all copies Assets or premises of any Schedules, statements, documents Seller or other written information obtained in connection herewith, without retaining any copies or summaries thereof, and shall maintain such confidence except to the extent such information comes into the public domain through no fault of Purchaserits Affiliates.

Access. (a) Prior to March 31From and after the Execution Date, 1997until 5:00 p.m. Central time on February 19, Purchaser may2013 (the “Defect Deadline”), through Seller shall give Buyer (and any of its officers, employees, agents and representativesagents, make accountants, attorneys, investment bankers, landmen, consultants or cause to be made such investigation of Sellerother designated representatives (collectively, its Records and the Business as Purchaser deems necessary or advisable and shall have full “Buyer’s Representatives”)) reasonable access to the auditors 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 attorneys 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. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access during ’s normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shallhours, and any weekends and after hours requested by Buyer that can be reasonably accommodated by Seller, and Buyer’s investigation shall cause its officers, attorneys and accountants to, furnish Purchaser be conducted in a manner that minimizes interference with such financial and operating data and other information as Purchaser from time to 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 representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser shall advise Seller as soon as practicable after it obtains knowledge of any breach or nonperformance operation of the representations, warranties or covenants of SellerProperties. (b) Purchaser Buyer acknowledges that the permission of the operator (if other than Seller) or another third person may be required before Buyer will holdbe able to inspect portions of the Properties and that such permission must be obtained prior to the 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 will 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 its authorized representatives Buyer’s Representatives to comply with) the rules, regulations and instructions issued by Seller or any operator of the Properties regarding the actions of Buyer (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 documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (iiBuyer’s Representatives) 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 conducting any inspection pursuant to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of PurchaserSection 5.1.

Access. Promptly upon execution of this Agreement, but not later than two (a2) Prior Business Days after the Execution Date, Seller shall provide Buyer and Buyer’s authorized representatives (i) reasonable physical access, at Buyer’s sole risk, cost and expense, to March 31the Assets to allow Buyer to conduct on-site Phase I environmental site assessments of the Assets, 1997to the extent Seller has the right to grant such access (and if Seller does not have the right to grant such access, Purchaser maySeller shall use commercially reasonable efforts to obtain any consents necessary to enable Buyer and Buyer’s representatives such access), through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full (ii) access to the auditors Records and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable noticeother Assets, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and the extent such other parties as Purchaser may reasonably 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 records are in Seller’s or its Affiliate’s or representatives’ possession or control and relate to 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 representations, warranties and covenants of Seller hereunderAssets; provided, however, that Purchaser Seller shall advise have no obligation to provide Buyer access to any interpretative or predictive data or information which Seller as soon as practicable after believes in good faith it obtains knowledge cannot lawfully provide Buyer because of any breach or nonperformance of the representations, warranties or covenants of Seller. third-party restrictions (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 documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that any such data or information can be shown is proprietary or subject to have been (i) previously known by Purchaserthird-party restrictions, (ii) in the public domain through no fault of Purchaser, Seller will use commercially reasonable efforts to obtain any consents necessary to allow Buyer to review such data 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 information). In connection with this Agreementany on-site inspections, it being understood that such Persons shall be informed by such party Buyer agrees to not unreasonably interfere with the normal operation of the confidential 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 such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, upon request by Seller, promptly return such consent of Seller not to Seller all copies of any Schedules, statements, documents be unreasonably withheld or other written information obtained in connection herewith, without retaining any copies or summaries thereofdelayed, and shall maintain such confidence except to the extent such information comes into the public domain through no fault of Purchaserany applicable third Person operator. IN CONNECTION WITH GRANTING SUCH ACCESS, AND EXCEPT TO THE EXTENT THAT SUCH CLAIMS ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY MEMBER OF THE SELLER GROUP, BUYER WAIVES AND RELEASES ALL CLAIMS AGAINST SELLER GROUP FOR INJURY TO, OR DEATH OF PERSONS, OR DAMAGE TO PROPERTY INCURRED OR DIRECTLY CAUSED BY BUYER OR ITS REPRESENTATIVES IN CONNECTION WITH THE PERFORMANCE OF THIS DILIGENCE AND BUYER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER GROUP FROM AND AGAINST ALL SUCH CLAIMS.

Access. (a) Prior to March 31To the extent permitted by applicable Law, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation between the date of Seller, its Records this Agreement and the Business as Purchaser deems necessary or advisable Closing Date, Seller will, during ordinary business hours and shall have full upon reasonable notice, (i) give Buyer and Buyer’s Representatives reasonable access to the auditors and attorneys of Seller. Seller shall Purchased Assets; (ii) permit Purchaser and its employees, agents and representatives, on Buyer to make such reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties inspections thereof as Purchaser Buyer may reasonably request. Seller shall, and shall cause its officers, attorneys and accountants to, ; (iii) furnish Purchaser Buyer with such financial and operating data and other information with respect to the Business as Purchaser Buyer may from time to time shall reasonably request; and (iv) furnish Buyer with a copy of each material report, includingschedule, but not limited to, Seller's balance sheets for or other document principally relating to the Business as of December 31filed or submitted by Seller with, 1995 and September 30or received by Seller from, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller hereunderGovernmental Entity; provided, however, that Purchaser shall advise Seller (A) any such investigation will be conducted in such a manner as soon as practicable after it obtains knowledge of any breach or nonperformance not to interfere unreasonably with the operation of the representationsBusiness or any other Person; (B) Seller shall not be required to take any action which would constitute or result in a waiver of the attorney-client privilege; and (C) Seller shall not be required to supply Buyer with any information which Seller is under a legal obligation not to supply. Buyer will indemnify and hold harmless Seller from and against any Losses incurred by Seller, warranties its Affiliates or covenants their Representatives by any action of Buyer or Buyer’s representatives while present on any of the Purchased Assets or other premises to which Buyer is granted access hereunder (including restoring any such premises to the condition substantially equivalent to the condition such premises were in prior to any such investigation). Notwithstanding anything in this Section 7.2 to the contrary, (x) Buyer will not have access to personnel and medical records if such access could, in Seller’s good faith judgment, subject Seller to risk of liability or otherwise violate the Health Insurance Portability and Accountability Act of 1996 and (y) any investigation of environmental matters by or on behalf of Buyer will be limited to visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections, and Buyer will not have the right to perform or conduct any other sampling or testing at, in, on, or underneath any of the Purchased Assets. (b) Purchaser For a period of three (3) years after the Closing Date, each Party and its Representatives will holdhave 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 will cause its authorized representatives (including its investors and lending institutions) to holdthe employees of the other Party, in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can access may reasonably be shown to have been (i) previously known required 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) Party in connection with this Agreementthe Assumed Obligations or the Excluded Liabilities, it being understood that such Persons shall be informed or other matters relating to or affected by such party the operation of the confidential nature 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 of access hereunder will be solely responsible for any costs or expenses incurred by either Party in connection therewith. If the Party in possession of such information books and shall be directed by records desires to dispose of any such party books and shall have agreed records prior to treat the expiration of such information as confidential. In the event that the transactions contemplated herein are not consummated for any reasonthree-year period, Purchaser such Party will, upon request by Sellerprior to such disposition, promptly return give the other Party a reasonable opportunity at such other Party’s expense to Seller all copies segregate and take possession of any Schedules, statements, documents or such books and records as such other written information obtained in connection herewith, without retaining any copies or summaries thereof, and shall maintain such confidence except to the extent such information comes into the public domain through no fault of PurchaserParty may select.

Access. (a) Prior to March 31From the date hereof until the Closing Date or the earlier termination of this Agreement in accordance with its terms, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access subject to the auditors confidentiality obligations of Purchaser set forth herein and attorneys of Seller. in the Confidentiality Agreement, and subject to the limitations set forth in Section 7.03(b), Seller shall permit (i) give Purchaser and its employeesPurchaser’s Representatives reasonable access, agents and representatives, on reasonable notice, to have access during normal business hours and upon reasonable advance notice, to its premisesthe offices, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shallproperties, and books and records of Seller, the Company and the Selling Affiliate to the extent relating to the Business (which books and records shall cause its officersinclude, attorneys without limitation, the books and accountants to, records evidencing the compliance of Seller and the Selling Affiliate with the Protocol as it applies to the Business) and (ii) furnish to Purchaser with and Purchaser’s Representatives such financial and operating data and other information as Purchaser from time in Seller’s possession relating to 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 representations, warranties and covenants of Seller hereundermay reasonably request; provided, however, that neither Purchaser nor any Purchaser Representative will have the right to perform any investigative procedures that involve physical disturbance or damage to the real property of Seller or its Affiliates (including any environmental sampling or testing at such real property) or any of the other assets of the Business without Seller’s prior written consent. Any investigation pursuant to this Section 7.03 shall advise Seller be conducted in such manner as soon as practicable after it obtains knowledge not to interfere unreasonably with the conduct of the business of Seller, the Selling Affiliate or any of their respective 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 expected to cause Seller, the Selling Affiliate or any of their respective Affiliates to be in breach of any breach duty of confidence or nonperformance any other duty or obligation under applicable Law (including antitrust and Competition Laws and Laws affecting privacy, personal information and the collection, handling, storage, processing, use or disclosure of data); provided, however, that Seller shall, and shall cause the Selling Affiliate and each of their respective controlled Affiliates to, (i) use reasonable efforts to obtain consent to disclose information covered by a confidentiality agreement or other duty of confidence and (ii) disclose competitively sensitive information to the Purchaser’s external legal advisers pursuant to a common interest or joint defense agreement entered into by and between Seller and Purchaser. (c) Confirmation of Tantalum Inventory and Non-Tantalum Inventory. (i) During the week prior to the Closing, Seller shall provide Purchaser with a copy of the representationsreport relating to its most recent physical inspection of the Business’s Tantalum Inventory and Non-Tantalum Inventory (including, warranties for the avoidance of doubt, any Tantalum Inventory or covenants 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. (bii) Purchaser will holdIf the Closing Tantalum Inventory is less than the Minimum Tantalum Inventory, and will cause its authorized representatives then Seller shall, as soon as reasonably practicable but in no event later than six (including its investors and lending institutions6) to holdmonths after the Closing Date, in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished deliver to Purchaser an amount of Tantalum Inventory equal to: (A) in connection with the transactions contemplated by this Agreement case of a shortfall in tantalum ore, K2TaF7 and scrap, such shortfall from a source specified as “non-conflict”; and (except to B) in the extent that such information can be shown to have been case of a shortfall in any of (i) previously known by Purchasercapacitor powder, work in progress and finished goods, (ii) mill work in the public domain through no fault of Purchaserprogress, finished goods and scrap or (iii) later lawfully acquired by 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 from other sources) and will not release or disclose an amount equal to the aggregate cost to the Business to produce such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions shortfall (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party calculated on the basis of the confidential nature aggregate weighted average conversion cost per pound incurred by the Business to produce each type of such information the shortfall in the three (3) months prior to the Closing Date) from the tantalum ore, K2TaF 7 and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, upon request scrap delivered by Seller. (iii) If the Closing Non-Tantalum Inventory is less than the Minimum Non-Tantalum Inventory, promptly return then Seller shall, within five (5) Business Days after the Closing Date, pay to Seller all copies Purchaser by wire transfer of any Schedules, statements, documents or other written information obtained immediately available funds cash in connection herewith, without retaining any copies or summaries thereof, an amount equal to such shortfall calculated by reference to book value in accordance with GAAP and shall maintain such confidence except to the extent such information comes into the public domain through no fault of Purchaseron a basis consistent with past practice.

Access. (a) Prior to March 31the Closing Date, 1997Seller shall (1) give Buyer and its accounting, Purchaser maylegal, through business, environmental, engineering, intellectual property and other authorized representatives and advisors full access, during normal business hours, to all plants, offices, warehouses and other facilities and properties of Seller relating to the Products, the Assets and the Business, (2) furnish Buyer and its employeesauthorized representatives and advisors with all documents and information relating to the Products, agents and representatives, make or cause to be made such investigation of Seller, its Records the Assets and the Business as Purchaser deems necessary or advisable may be reasonably requested by Buyer and shall have full access its authorized representatives and advisors, (3) permit Buyer and its authorized representatives and advisors to review all books, records and Contracts relating to the auditors Products, the Assets and attorneys of Seller. Seller shall permit Purchaser the Business as may be reasonably requested by Buyer and its employees, agents authorized representatives and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shalladvisors, and shall make copies thereof, (4) make available Seller’s employees and advisors, including those responsible for the management of the Business, and cause Seller’s employees and advisors to furnish Buyer and its officers, attorneys authorized representatives and accountants to, furnish Purchaser advisors with such financial and operating data and other information as Purchaser from time with respect to time shall reasonably requestthe Products, including, but not limited to, Seller's balance sheets for 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 December 31the Business, 1995 (5) subject to prior notice to Seller, facilitate, and September 30accompany Buyer and its authorized representatives and advisors on, 1996visits 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 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 Products, the Assets and the affairs of the Business, in all of the foregoing instances, except as to the information to be provided by Seller at Closing pursuant to Section 5.28. No investigation investigation, or receipt of information provided by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants on behalf of Seller hereunder; providedor review thereof by Buyer or its representatives or advisors shall diminish or obviate, howeveror relieve Seller or ▇▇▇▇▇▇ from, that Purchaser shall advise Seller as soon as practicable after it obtains knowledge of or affect Buyer’s ability or right to rely on, any breach or nonperformance of the representations, warranties warranties, covenants and agreements of Seller or covenants of Seller. (b) Purchaser will hold, and will cause its authorized representatives (including its investors and lending institutions) to hold, ▇▇▇▇▇▇ contained in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller this Agreement and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of PurchaserTransaction Documents.

Access. (a) Prior to March 31the Closing, 1997upon reasonable notice from Purchaser, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access subject to the auditors and attorneys provisions of Seller. Seller any applicable lease or sublease (whether the Company or any of its Subsidiaries is a lessor/sublessor or lessee/sublessee), the Company shall permit afford to the officers, attorneys, accountants or other authorized representatives of Purchaser and its employees, agents and representatives, on reasonable notice, to have access during normal business hours to the business, employees, Real Estate, facilities and books and records of the Company and each of its premisesSubsidiaries relating to the business then conducted and/or operated or previously conducted and/or operated by the Company and its Subsidiaries for all or any portion of its business (including without limitation all Tax Returns and communications with any Governmental Authority relating to Taxes), personnel so as to afford Purchaser full opportunity to make such review, examination and Recordsinvestigation of such businesses as Purchaser determines are reasonably necessary in connection with the consummation of the transactions contemplated hereby and shall execute such contracts as may be required to access information held by third parties or cause an inspection by a Governmental Authority; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such Person. Seller Purchaser shall cooperate be permitted to provide make extracts from or to make copies of such books and records as may be reasonably necessary in connection therewith. Prior to the Closing, the Company shall, and shall cause each of its Subsidiaries to, and each of its Subsidiaries shall, promptly furnish Purchaser with access to such maintenance records, operating data and other information relating to the business then owned and/or operated by the Company and each of its Customers, suppliers, lenders and such other parties Subsidiaries as Purchaser may reasonably request. Seller The Company shall promptly deliver to Purchaser such copies of all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed by the Company or any of its Subsidiaries, or by any Person in connection with or related to the Company's and its Subsidiaries' businesses, and after the consummation of the Restructuring, in each case in the Bankruptcy Cases. The Company shall promptly provide to Purchaser all documents and materials relating to the Restructuring, the proposed transfer of the Shares, the Accepted Contracts or any portion thereof, and otherwise cooperate with Purchaser, to the extent reasonably necessary in connection with Purchaser's preparation for or participation in any part of the Bankruptcy Cases in which Purchaser's participation is necessary, required or reasonably appropriate. The Company shall promptly deliver to Purchaser all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed in any other judicial or administrative proceeding as Purchaser may reasonably request. In addition, the Company shall, and shall cause each of its officers, attorneys and accountants to, furnish Subsidiaries to consult with Purchaser with such financial and operating data and other information as Purchaser from time respect to time shall reasonably request, including, but not limited to, Seller's balance sheets for any press release or public statement outside the Business as of December 31, 1995 and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller 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 holdBankruptcy Court concerning, in strict confidencewhole or in part, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except Agreement. 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 such information can be shown any applicable lease or sublease (whether the Company or any of its Subsidiaries is a lessor/sublessor or lessee/sublessee) restricts the ability of the Company's or any of its Subsidiaries to 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 grant access to any other Personproperty, except the Company and its auditorsSubsidiaries shall use all reasonable best efforts to provide for such access as Purchaser may reasonably request hereunder. For the avoidance of doubt, attorneysthe Company shall not be required to provide Purchaser access to information regarding bids or expressions of interest received by the Company, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of before the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of PurchaserBid Deadline Date.

Access. (a) Prior to March 31, 1997, Purchaser mayThe Companies shall, through its employeesthe Closing Date, agents upon reasonable notice and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access during normal business hours to its premiseshours: (i) make available in the Data Room for inspection by the counsel, personnel auditors and Records. Seller shall cooperate to provide access to its Customersrepresentatives of UEC, suppliersall of the Companies’ respective books, lenders records, contracts, documents, correspondence and such other parties as Purchaser may reasonably request. Seller shallwritten materials, and shall cause its officersafford 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, attorneys and accountants to, furnish Purchaser with only if such financial and operating data and other information as Purchaser from time to time shall reasonably request, including, but Persons do not limited to, Seller's balance sheets for unduly interfere in the Business as of December 31, 1995 and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser shall advise Seller as soon as practicable after it obtains knowledge of any breach or nonperformance operations of the representationsCompanies, warranties or covenants to attend at all of Sellerits 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 (iii) require the Companies’ management personnel to respond to all reasonable inquiries concerning the business, Liabilities, assets, and the conduct of its business. (b) Purchaser will holdUEC shall, 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 for a period of law, all documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except at least five business days prior to the extent that such information can be shown to have been Closing Date, upon reasonable notice and during normal business hours: (i) previously known make available for inspection by Purchaserthe counsel, auditors and representatives of the 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 make copies thereof and take extracts therefrom at the sole cost of the Pacific Road Funds and the Companies; provided such Persons do not unduly interfere in the operations of UEC; (ii) authorize and permit such Persons at the risk and the sole cost of the Pacific Road Funds and the Companies, and only if such Persons do not unduly interfere in the public domain through no fault operations of PurchaserUEC, or 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) later lawfully acquired by Purchaser from other sources) require UEC’s management personnel to respond to all reasonable inquiries concerning UEC’s business assets or the conduct of its business relating to its Liabilities and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of Purchaserobligations.

Access. (a) Prior From and after the date hereof and up to March 31and including the Closing Date (or earlier termination of this Agreement) but subject to the other provisions of this Section 10.1 and obtaining any required consents of Third Parties, 1997including Third Party operators of the Assets (which consents Seller shall use commercially reasonable efforts to obtain), Purchaser maySeller shall afford to Buyer and its officers, through its employees, agents agents, accountants, attorneys, investment bankers and representativesother authorized representatives (“Buyer’s Representatives”) reasonable access, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access during normal business hours hours, to (i) Seller’s and its premisesAffiliates’ employees (following prior notice to ▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇▇ of Range), personnel (ii) the Assets and Records. (iii) all Records in Seller’s or any of its Affiliates’ possession, custody or control; provided that Seller shall cooperate 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 CustomersAffiliates’ possession. All investigations and due diligence conducted by Buyer or any Buyer’s Representative shall be conducted at Buyer’s sole cost, suppliers, lenders risk and such other parties as Purchaser may reasonably request. Seller shall, expense and any conclusions made from any examination done by Buyer or any Buyer’s Representative shall cause its officers, attorneys result from Buyer’s own independent review and accountants to, furnish Purchaser with such financial and operating data and other information as Purchaser from time to 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 representations, warranties and covenants of Seller 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 Sellerjudgment. (b) Purchaser will holdBuyer shall be entitled to conduct a Phase I environmental property assessment with respect to the Assets. Seller or its designee shall have the right to accompany 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 will cause its authorized representatives shall not be permitted to conduct, any environmental due diligence (including any Phase I environmental property assessments) with respect to any Assets where Seller does not have the authority to grant access for such due diligence (provided, however, Seller shall use its investors commercially reasonable efforts to obtain permission from any Third Party to allow Buyer and lending institutionsBuyer’s Representatives such access). (c) Before conducting any sampling, boring, drilling or other invasive investigation activities (“Invasive Activities”) on or with respect to holdany of the Assets, Buyer shall (i) furnish Seller with a written description of the proposed scope of the Invasive Activities to be conducted, including a description of the activities to be conducted, and a description of the approximate location and expected timing of such activities and (ii) obtain the prior written consent of Seller to undertake such Invasive Activities. If any of the proposed Invasive Activities may unreasonably interfere with normal operation of the Assets, Seller may request an appropriate modification of the proposed Invasive Activity. Any Invasive Activities shall be conducted by a reputable environmental consulting or engineering firm, approved in strict confidenceadvance by Seller (such approval not to be unreasonably withheld or delayed) and, unless compelled once approved, such environmental consulting or engineering firm shall be deemed to disclose 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 judicial or administrative process or official request or by other requirements 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 law, all documents and information concerning the Assets with Seller and all Third Party operators to minimize any inconvenience to or interruption of the Business furnished 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 Purchaser any field visit, environmental property assessment, or other due diligence activity conducted by Buyer or any Buyer’s Representative with respect to the Assets, EVEN IF SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY A MEMBER OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY (I) LIABILITIES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF THE SELLER INDEMNIFIED PARTIES AND (II) LIABILITIES THAT WERE (A) EXISTING PRIOR TO SUCH INSPECTIONS OR (B) DISCOVERED BY (BUT NOT CAUSED IN CONNECTION WITH) BUYER’S ACCESS OR INSPECTION. (e) Buyer agrees to promptly provide Seller, but in no less than 5 days after Buyer’s or any of Buyer’s Representative’s receipt or creation, copies of all final environmental reports and environmental test results prepared by Buyer and/or any of Buyer’s Representatives which contain environmental data collected or generated from Buyer’s environmental due diligence with respect to the Assets. None of Buyer, any of Buyer’s Representatives or Seller shall be deemed by Seller’s receipt of said documents, or otherwise, to have made any representation or warranty, expressed, implied or statutory, as to the condition of the Assets or to the accuracy of said documents or the information contained therein. (f) Upon completion of Buyer’s due diligence, Buyer shall at its sole cost and expense and without any cost or expense to Seller or its Affiliates, (i) repair all damage done to the Assets in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by PurchaserBuyer’s due diligence, (ii) in restore the public domain through no fault Assets to at least the approximate same or better condition than they were prior to commencement of Purchaser, or Buyer’s due diligence and (iii) later lawfully acquired by Purchaser from remove all equipment, tools or 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) property brought onto the Assets in connection with this AgreementBuyer’s due diligence. Any disturbance to the Assets (including the leasehold associated therewith) resulting from Buyer’s due diligence will be promptly corrected by Buyer. (g) During all periods that Buyer and/or any of Buyer’s Representatives are on the Assets, it being understood that such Persons Buyer shall be informed by such party maintain, at its sole expense and with insurers reasonably satisfactory to Seller, policies of insurance of the confidential nature of such information types and shall in the amounts reasonably requested by Seller. Coverage under all insurance required to be directed carried by such party Buyer hereunder will (i) be primary insurance, (ii) list Seller Indemnified Parties as additional insureds, (iii) waive subrogation against Seller Indemnified Parties and shall have agreed (iv) provide for 5 days prior notice to treat such information as confidential. In Seller in the event that of cancellation or modification of the transactions contemplated herein are not consummated for any reason, Purchaser will, upon policy or reduction in coverage. Upon request by Seller, promptly return Buyer shall provide evidence of such insurance 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 prior to entering the extent such information comes into the public domain through no fault of PurchaserAssets.

Access. Subject to applicable Law, during the Interim Period, Sellers (a) Prior to March 31, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser give Buyer and its employees, agents and representatives, on Representatives reasonable notice, to have access during normal business hours to its premisesthe offices, personnel and Records. Seller shall cooperate to provide access to its Customersproperties, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys and accountants toemployees, furnish Purchaser with such financial and operating data accountants, auditors, counsel and other information as Purchaser from time to time shall reasonably requestrepresentatives, 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 representations, warranties and covenants of Seller 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 data (including its investors TMW, TMT, PeopleNet and lending institutions) Omnitracs data), books and records of Sellers to holdthe extent relating to the Business, in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser as Buyer reasonably deems necessary in connection with effectuating the transactions contemplated by this Agreement Agreement, (except b) shall furnish to Buyer and its Representatives such financial, operating and property data to the extent relating to the Business and other information as Buyer and its Representatives reasonably request and (c) shall cooperate reasonably with Buyer in its investigation of the Business. It is acknowledged and understood that such no investigation by Buyer or other information can received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Sellers hereunder. Buyer agrees that any on-site inspections of any of Acquired Assets, including of the Owned Real Property and Leased Real Property that will be shown leased by Buyer pursuant to have been the Facility Leases, shall be conducted in the presence of Sellers or their Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of any of the Owned Real Property or Leased Real Property by Sellers. Notwithstanding the foregoing, Buyer shall not (i) previously known have, by Purchaservirtue of this Section 6.2, any additional access or investigation right to the extent it relates to the negotiation of this Agreement or the Transactions or (ii) in the public domain through no fault of Purchaserconduct or cause to be conducted any sampling, testing, or (iii) later lawfully acquired by Purchaser from other sources) and will not release subsurface or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party otherwise invasive investigation of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reasonair, Purchaser willsoil, upon request by Sellersurface water, promptly return to Seller all copies of any Schedulesgroundwater, statements, documents building materials or other written information obtained in connection herewithenvironmental media (commonly known as a Phase II environmental assessment) at any property of Sellers, without retaining including any copies or summaries thereof, and shall maintain such confidence except to the extent such information comes into the public domain through no fault of PurchaserLeased Real Property.

Access. (ai) Prior Upon reasonable advance written request by Buyers, Sellers will, and will permit and cause the Target Companies (and will use reasonable best efforts to March 31, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records Tiwest and the Business as Purchaser deems necessary or advisable Tiwest Joint Venture Participants), (A) to permit, Buyers and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, their respective Representatives to have reasonable access during normal business hours hours, and in a manner so as not to its interfere unreasonably with the normal business operations of Sellers, Target Companies, Tiwest or the Tiwest Joint Venture Participants to all premises, personnel properties, personnel, Records, IT Systems and Records. Seller shall cooperate to provide access to its CustomersContracts used or held for use in the operation of the Business and the Tiwest Joint Venture, suppliersin each case, lenders and such other parties as Purchaser may reasonably request. Seller shallfor the purpose of evaluating, and shall cause its officersreviewing the Business, attorneys the Tiwest Joint Venture and accountants toeach Target Company’s and Tronox Australia’s business, properties, the Acquired Assets and the Assumed Liabilities and (B) to furnish Purchaser with reasonably promptly to Buyers such financial information concerning Sellers’, the Target Companies’ and operating data the Tiwest Joint Venture’s business, properties, contracts, records and other information personnel as Purchaser may be reasonably requested, from time to time shall reasonably requesttime, including, but not limited to, Seller's balance sheets for the Business as by or on behalf of December 31, 1995 and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of Seller hereunderBuyers; provided, however, that Purchaser that, for avoidance of doubt, the foregoing shall advise Seller as soon as practicable after 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 obtains knowledge is bound with respect thereto or take any action in violation of applicable law. During the period from the date hereof and ending upon the Closing, Buyers shall not, and shall cause their respective Representatives not to, contact any breach customers, suppliers or nonperformance licensors of the representationsBusiness in connection with or pertaining to the acquisition of the Acquired Assets under this Agreement except with the prior written consent of Tronox Incorporated (which consent shall not be unreasonably withheld, warranties conditioned or covenants of Sellerdelayed). (bii) Purchaser will hold, and will cause its authorized representatives (including its investors and lending institutionsAll information obtained pursuant to this Section 5(g) to hold, in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except shall be subject to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) terms and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party conditions of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of PurchaserConfidentiality Agreement.

Access. The Contributors will afford to the Partnership and its counsel, financial advisors, auditors and other authorized representatives (a“Representatives”) Prior to March 31, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full reasonable access to the auditors Contributors’ and attorneys of Seller. Seller shall permit Purchaser the Companies’ financial, title, tax, corporate and its employees, agents and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys and accountants to, furnish Purchaser with such financial legal materials and operating data and information available as of the date hereof and which becomes available to the Contributors at any time prior to the Closing Date, and will furnish to the Partnership such other information as Purchaser from time to time shall it may reasonably request, includingunless any such access and disclosure would violate the terms of any agreement to which the Contributors and the Companies are bound or any applicable law or regulation, but not limited to, Seller's balance sheets or jeopardize the availability of any privilege. The Contributors will use their reasonable best efforts to secure all requisite consents for the Business as examination by the Partnership and their Representatives of December 31, 1995 all information covered by confidentiality agreements and September 30, 1996. No investigation by Purchaser shall in any way affect will promptly communicate to the Partnership or otherwise diminish its Representatives the representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser shall advise Seller as soon as practicable after it obtains knowledge substance of any breach such information, whether by redacting parts thereof or nonperformance otherwise, so that disclosure would not violate any such confidentiality agreement or cause the loss of the representations, warranties or covenants of Seller. (b) Purchaser will holdprivilege with respect thereto, and otherwise shall make all reasonable and appropriate substitute disclosure arrangements. The Contributors will cause its authorized representatives (including its investors the Companies to allow the Partnership access to 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 documents and information concerning Seller and the Business furnished to Purchaser in connection consultation with the transactions contemplated lawyers, accountants, and other professionals employed by or used by the Companies for all purposes under this Agreement (except 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 extent 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, to the Companies’ assets and properties; provided that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons access shall be informed by such party at the sole cost, expense and risk of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of PurchaserPartnership.

Access. (a) Prior to March 31From the date hereof until the Closing Date, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser cause the SRLP Entities to provide Acquiror and its employees, agents Affiliates and representatives, on Representatives with reasonable notice, to have access during normal business hours and upon reasonable notice to (i) the offices, properties, books and records of the SRLP Entities; provided that such access does not unreasonably interfere with the normal operations of any of the SRLP Entities and (ii) information related to the financial or Tax records of SRLP Entities, including Tax Returns (including any supporting documents), elections, Contracts, schedules, officer’s certificates, analyses, memoranda, tax opinions, and any other information in the SRLP’s possession, in each case, as may be reasonably requested by Acquiror to assess that SRLP satisfies the exception for partnerships that meet the “qualifying income” requirement in Section 7704(c) of the Code. The information provided pursuant to this Section 6.1 shall constitute Information (as defined in the Confidentiality Agreement) under the Confidentiality Agreement. Nothing set forth in this Agreement shall require Seller to, or to cause any SRLP Entity to, (a) allow Acquiror and its premisesAffiliates or Representatives to, personnel and Records. Seller Acquiror and its Affiliates and Representatives shall cooperate 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) provide Acquiror and its Affiliates or Representatives with any information regarding Seller’s businesses, assets, financial performance or condition or operations not involving the SRLP Entities, or (c) provide access to its Customersor disclose information where such access or disclosure would jeopardize any attorney-client privilege otherwise applicable with respect to such information or contravene any Law, suppliers, lenders and fiduciary duty or binding agreement entered into prior to the date hereof by the SRLP Entity providing such other parties as Purchaser may reasonably requestinformation. Seller Acquiror shall, at its sole cost and shall cause its officersexpense and without any cost and expense to Seller or the SRLP Entities, attorneys restore the properties and accountants to, furnish Purchaser with such financial and operating data and other information as Purchaser from time assets of the SRLP Entities to time shall reasonably request, including, but not limited to, Seller's balance sheets for at least the Business as of December 31, 1995 and September 30, 1996. No investigation by Purchaser shall same condition they were in any way affect or otherwise diminish prior to the representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser shall advise Seller as soon as practicable after it obtains knowledge commencement of any breach or nonperformance of the representationsaccess provided to Acquiror and its Affiliates and Representatives, 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 documents and information concerning Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, upon request by Seller, promptly return to Seller all copies repair of any Schedules, statements, documents damage done or other written information obtained in connection herewith, without retaining any copies or summaries thereof, and shall maintain resulting from such confidence except to the extent such information comes into the public domain through no fault of Purchaseraccess.

Access. (a) Prior During the period from the date of this Agreement until the earlier of the valid termination of this Agreement pursuant to March 31Article VIII and the Closing, 1997Seller shall grant, Purchaser mayand cause the Company and the Company’s Subsidiaries, through its officers, managers, directors, employees, attorneys, accountants and other agents and representativesto grant, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser Buyer and its authorized Representatives and potential lenders, as well as their respective officers, employees, agents affiliates and representativesother agents, on reasonable access, during normal business hours and upon reasonable notice, to have access during normal business hours to its premisesthe personnel, personnel properties, financial information, books and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys and accountants to, furnish Purchaser with such financial and operating data and other information as Purchaser from time to 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 representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser shall advise Seller as soon as practicable after it obtains knowledge of any breach or nonperformance records of the representationsCompany and the Company’s Subsidiaries and Seller (to the extent related to the Business), 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 documents and information concerning except that Seller and the Business furnished to Purchaser in connection with the transactions contemplated by this Agreement (except Company may restrict or otherwise prohibit such access to the extent that (a) any applicable Law requires Seller or the Company or any of the Company’s Subsidiaries to restrict or otherwise prohibit such access or (b) such access would give rise to a material risk of waiving any attorney-client privilege or work product doctrine; provided that, in the case that Seller or the Company would restrict access under any of clauses (a) or (b), Seller shall give notice to Buyer of the fact that Seller or the Company is withholding such access and thereafter Seller and the Company shall reasonably cooperate with Buyer to allow the disclosure of such information can be shown to have been (i) previously known by Purchaser, (iior as much of it as possible) in the public domain through no fault an appropriate substitute disclosure arrangement or otherwise in a manner that would not violate any of Purchaser, clauses (a) or (iii) later lawfully acquired b). Any investigation conducted pursuant to the access contemplated by Purchaser from other sources) this Section 5.5 will be conducted in a manner that does not unreasonably interfere with the conduct of the businesses of Seller, the Company and the Company’s Subsidiaries. Any access to the properties of Seller, the Company and the Company’s Subsidiaries will be subject to Seller’s, the Company’s and the Company’s Subsidiaries’ reasonable security measures and insurance requirements, as applicable, and will not release or disclose such information include the right to perform invasive testing. The terms and conditions of the Confidentiality Agreement will apply to any other Person, except information obtained by Buyer or any of its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) Representatives or any third party in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 investigation conducted pursuant to the extent such information comes into access contemplated by this Section 5.5. Notwithstanding anything in the public domain through Confidentiality Agreement to the contrary, the Confidentiality Agreement will automatically terminate and be of no fault of Purchaserfurther force or effect upon the Closing.

Access. (a) Prior to March 31, 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records Between the Execution Date and the Business as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its employeesClosing Date, agents and representatives, on reasonable notice, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys the Acquired Company and accountants the Acquired Subsidiaries to, furnish give Purchaser with and its Representatives, upon reasonable advance notice to Seller or its Representatives, reasonable access to the Business and 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 financial access without breaching any restrictions binding on them, in each case, as determined by Seller in its reasonable discretion; provided that Seller shall use Commercially Reasonable Efforts to cause such Third Party to agree to permit Seller to provide such access to Purchaser and its Representatives. Purchaser shall, and shall cause its Representatives to, abide by Seller’s and the Acquired Company’s safety rules, regulations, and operating data policies while conducting its due diligence evaluation of the Acquired Company, the Acquired Subsidiaries and other information as Purchaser the Business. Any conclusions made from time to 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 any examination done by Purchaser shall in any way affect or otherwise diminish the representations, warranties result from Purchaser’s own independent review and covenants of Seller hereunderjudgment; provided, however, that neither Purchaser nor its Representatives shall advise conduct any environmental site assessment, compliance evaluation or investigation with respect to Seller, the Acquired Company, the Acquired Subsidiaries or the Business without prior written consent of Seller as soon as practicable after and without reasonable ongoing consultation with Seller with respect to any such activity (it obtains knowledge being understood and agreed that in no event shall any subsurface investigation or testing of any breach environmental media be conducted (i) on the Owned Real Property without Seller’s prior consent, which shall not be unreasonably conditioned, withheld or nonperformance delayed and (ii) on any other properties of the representations, warranties Company Group or covenants of Sellerrelated to the Business other than the Owned Real Property). (b) The access granted to Purchaser will holdunder this Section 6.1 shall be limited to the Acquired Company’s normal business hours, and will cause its authorized representatives (including its investors and lending institutions) to holdPurchaser’s investigation shall be conducted in a manner that minimizes interference with the operation of the Acquired Company, in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Seller the Acquired Subsidiaries and the Business furnished Business. Purchaser shall coordinate its access rights with the Acquired Company to reasonably minimize any inconvenience to or interruption of the conduct of the Business. Purchaser also agrees that neither Purchaser nor its Representatives shall contact any of the employees, customers, suppliers or parties that have business relationships with Seller, the Acquired Company or any Acquired Subsidiary, nor any Governmental Body or representatives thereof, in connection with the transactions contemplated hereby, whether in person or by this Agreement telephone, email or other means of communication, without prior written consent of Seller, which shall not be unreasonably conditioned, withheld or delayed. (except c) Purchaser acknowledges that, pursuant to its right of access, Purchaser will become privy to confidential and other information of Seller, the extent Acquired Company and the Acquired Subsidiaries and that such confidential information can (which includes Purchaser’s conclusions with respect to its evaluations) shall 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 held confidential by Purchaser from other sourcesin accordance with the terms of the Confidentiality Agreement and any applicable privacy Laws regarding personal information. (d) 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 In connection with the rights of access, examination and inspection granted to Purchaser under this AgreementSection 6.1, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reasonPURCHASER HEREBY AGREES TO INDEMNIFY, Purchaser willDEFEND AND HOLD HARMLESS THE ACQUIRED COMPANY AND THE SELLER GROUP FROM AND AGAINST ANY AND ALL DAMAGES ATTRIBUTABLE TO PERSONAL INJURY, upon request by SellerDEATH OR PHYSICAL PROPERTY DAMAGE, promptly return to Seller all copies of any SchedulesOR VIOLATION OF THE ACQUIRED COMPANY’S RULES, statementsREGULATIONS, documents or other written information obtained in connection herewithOR OPERATING POLICIES, without retaining any copies or summaries thereofARISING OUT OF, and shall maintain such confidence except to the extent such information comes into the public domain through no fault of PurchaserRESULTING FROM OR RELATING TO ANY FIELD VISIT OR OTHER DUE DILIGENCE ACTIVITY CONDUCTED BY PURCHASER WITH RESPECT TO THE BUSINESS.

Access. (a) Prior During the Examination Period, Seller will provide Buyer and its representatives reasonable access to March 31the Properties and access to the Financial Records, 1997in each case during Seller’s normal business hours, Purchaser mayfor the purpose of conducting an investigation of the Assets, through its employeesbut only to the extent that Seller may do so without (i) violating applicable Laws or breaching any Contracts, agents and representatives, make or cause to be made such investigation (ii) waiving any legal privilege of Seller, any of its Records Affiliates, or its counselors, attorneys, accountants or consultants, or (iii) violating any obligations to any Third Party and to the Business as Purchaser deems necessary or advisable and shall have full extent that Seller has authority to grant such access without breaching any restriction binding on Seller. In the event that access to the auditors 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 attorneys B▇▇▇▇’s investigation shall be conducted in a manner that minimizes interference with the operation of Sellerthe Assets. All information obtained by Buyer and its representatives under this Section shall be subject to the previously executed Confidentiality Agreement and in Section 7.02 of this Agreement. Seller shall permit Purchaser and its employees, agents and representatives, on reasonable notice, have the right to have access representatives present at all times during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys and accountants to, furnish Purchaser with such financial and operating data and other information as Purchaser from time to 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 representations, warranties and covenants of Seller 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 Sellerreview. (b) Purchaser will holdBuyer hereby agrees to defend, indemnify, release and will cause hold harmless the Seller Indemnitees and all co-owners of the Assets from and against any and all Liabilities arising out of or relating to the access to Seller’s or its authorized Affiliates’ offices or the Assets by Buyer and/or its Affiliates and their respective officers, employees, agents, advisors and representatives (including in connection with this Agreement or any due diligence activity conducted by Buyer or its investors and lending institutions) to holdAffiliates or any of their respective officers, in strict confidenceemployees, unless compelled to disclose by judicial agents, advisors or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser representatives in connection with the transactions contemplated by this Agreement Agreement. THE DEFENSE, RELEASE, INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS SET FORTH IN THIS SECTION 7.01 SHALL ENTITLE THE INDEMNITEE TO SUCH DEFENSE, RELEASE, INDEMNIFICATION AND HOLD HARMLESS HEREUNDER IN ACCORDANCE WITH THE TERMS HEREOF, REGARDLESS OF WHETHER THE CLAIM GIVING RISE TO SUCH OBLIGATION IS THE RESULT OF: (except to the extent that such information can be shown to have been (iA) previously known by PurchaserSTRICT LIABILITY, (iiB) in the public domain through no fault of PurchaserTHE VIOLATION OF ANY LAW BY SUCH INDEMNITEE, or OR (iiiC) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other PersonTHE SOLE, except its auditorsCONCURRENT OR COMPARATIVE NEGLIGENCE OF SUCH INDEMNITEE, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 extent such information comes into the public domain through no fault of PurchaserBUT SPECIFICALLY EXLUDING THE GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF SELLER INDEMNITEES AND CO-OWNERS OF THE ASSETS AND ANY PRE-EXISTING CONDITIONS.

Access. (a) Prior Each Seller shall afford to March 31Buyer and its authorized representatives from the Execution Date until the Closing Date, 1997during normal business hours, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Business as Purchaser deems necessary or advisable and shall have full reasonable access to the auditors Assets (subject to the terms, conditions and attorneys 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. Seller shall permit Purchaser ’s title, Surface Leases, Contracts, environmental and its employeeslegal materials, agents and representativesbooks, on reasonable noticerecords, to have access during normal business hours to its premises, personnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, attorneys and accountants to, furnish Purchaser with such financial statements and operating data and other information relating to the Assets, together with the opportunity to make copies of such materials, books, records and other documents and information at Buyer’s expense, and will furnish to Buyer such other information in Sellers’ possession with respect to the Assets as Purchaser from time to time shall Buyer may 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 representations, warranties and covenants of Seller hereunder; provided, however, that Purchaser all such information shall advise Seller as soon as practicable after it obtains knowledge be held in confidence by Buyer in accordance with the terms of the Confidentiality Agreement; provided, further, that in no event shall Sellers be 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 nonperformance to obtain a waiver of the representationsapplicable contractual obligation, warranties or covenants (iii) copies of Seller. (b) Purchaser will holdbids, and will cause its authorized representatives (including its investors and lending institutions) to holdletters of intent, in strict confidence, unless compelled to disclose by judicial expressions of interest or administrative process or official request or by other requirements of law, all documents and information concerning Seller and the Business furnished to Purchaser proposals received from other Persons in connection with the transactions contemplated by this Agreement (or information and analyses relating to such communications, except to the extent required in the Bid Procedures Order. (b) [Reserved]. (c) [Reserved]. (d) BUYER SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD EACH SELLER, EACH OF THEIR SUCCESSORS, THEIR AFFILIATES AND ALL OF THEIR RESPECTIVE DIRECTORS AND OFFICERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES CAUSED DIRECTLY OR INDIRECTLY BY THE ACTS OR OMISSIONS OF BUYER, BUYER’S AFFILIATES OR ANY PERSON ACTING ON BUYER’S OR ITS AFFILIATE’S BEHALF IN CONNECTION WITH ANY DUE DILIGENCE CONDUCTED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY SITE VISITS CONDUCTED PURSUANT TO SECTION 5.03(a), EXCEPT TO EXTENT SUCH CLAIMS OR LOSSES ARISE FROM THE WILLFUL MISCONDUCT OF SELLERS. Buyer shall comply with all rules, regulations, policies and instructions reasonably required by Sellers, or any Third Party operator of any Assets, which are provided to Buyer regarding Buyer’s actions while upon, entering or leaving any Asset, including any insurance requirements that Sellers may reasonably impose, or any such information can be shown Third Party operator may impose, on contractors authorized to have been perform work on any Asset owned or operated by Sellers (ior any such Third Party operator, as applicable). (e) previously known From and after the Closing, Buyer shall afford to each third party acquiror (and their respective Representatives) of Excluded Assets pursuant to a definitive agreement that is approved by Purchaserthe 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, (iix) in on the public domain through no fault of Purchasersame terms as Sellers are affording access to Buyer pursuant to this Section 5.03, or mutatis mutandis and (iiiy) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will, 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 solely to the extent such information comes into Excluded Asset PSA contains a covenant substantially similar to this Section 5.03(e) for the public domain through no fault benefit of PurchaserBuyer; provided that, the cost of any such inspection or removal shall be at the sole cost of the applicable third party acquiror. Each such third party acquiror shall be a third party beneficiary of this Section 5.03(e). Sellers shall require each Excluded Asset PSA to include a covenant substantially similar to this Section 5.03(e) for the benefit of Buyer. From and after the Closing, each Seller 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 (written or oral) constituting Excluded Assets hereunder that are not conveyed to a third party acquiror pursuant to an Excluded Asset PSA for the purpose of allowing Buyer to inspect and remove any Assets located on such properties.