Common use of Access Clause in Contracts

Access. Prior to the Closing, the Corporation shall afford to the Buyer (and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representatives.

Access. Prior to Buyer agrees that, following the Closing, the Corporation and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall afford to the Buyer (and shall cause its officers, attorneys, accountants Subsidiaries to) give to Sellers and other authorized representatives), upon their Representatives reasonable notice, free and full access during usual normal business hours to its relevant the offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the SchoolsAssets or any operations relating thereto for any and all periods prior to and including the Closing Date as Sellers and their Representatives may reasonably request and to make copies of the same in connection with (a) the preparation of Tax Returns or information returns, (b) reports or other obligations by Sellers to Governmental Authorities, (c) with respect to the Schools Facilityadministration of the Excluded Assets or Excluded Liabilities, and material contracts and (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 Schools. Duly authorized representatives Final Settlement Statement and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be held in confidence by Sellers, their Affiliates and their respective Representatives and may not be disclosed to any other Person without the Buyer shall also be entitled to discuss with officers written consent of the CorporationBuyer, 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 except to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") required in connection with the transactions foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement or in Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the course of their investigations Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the SchoolsClosing Date to request in writing that Sellers take any such records and, whether obtained before or if Sellers do not agree to take such records within ninety (90) Business Days after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation receipt of the Schoolsrequest, and each Buyer (or its Subsidiaries, as applicable) may dispose of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativessuch records.

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 Closing, the Corporation Business as Purchaser deems necessary or advisable and shall afford have full access to the Buyer (auditors and attorneys of Seller. Seller shall permit Purchaser and its officersemployees, attorneysagents and representatives, accountants and other authorized representatives), upon on reasonable notice, free and full to have access during usual normal business hours to its relevant officespremises, personnelpersonnel and Records. Seller shall cooperate to provide access to its Customers, books and records and other datasuppliers, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer lenders and such other personsparties as Purchaser may reasonably request. Seller shall, copies of all materials relating to the business affairsand shall cause its officers, operationsattorneys and accountants to, Facility, Assets furnish Purchaser with such financial and liabilities of the Corporation relating to the Schools which may be reasonably requested 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 representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other 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 "Buyer's Representatives") Business furnished to Purchaser in connection with the transactions contemplated by this Agreement or (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the course public domain through no fault of their investigations of the SchoolsPurchaser, whether obtained before or after the date of this Agreement (the "Evaluation Material"iii) shall be used only 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 and the subsequent operation Agreement, it being understood that such Persons shall be informed by such party of the Schoolsconfidential 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 each shall maintain such confidence except to the extent such information comes into the public domain through no fault of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesPurchaser.

Access. Prior (a) Subject to applicable Law, from the Closingdate hereof until the Closing Date, the Corporation Sellers (i) shall afford to the give Buyer (and its officers, attorneys, accountants and other authorized representatives), upon Representatives reasonable notice, free and full access during usual normal business hours to its relevant the offices, personnelproperties, officers, employees, accountants, auditors, counsel and other representatives, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the business and operations consent of the Schools by the CorporationCompany, provided that such investigation which consent shall not be unreasonably interfere with withheld or delayed, include the Corporation's operations. The scope environmental sampling of the investigation will includeany environmental media, but not be limited toincluding air, a verification of the Corporation's Financial Statements and a review of the Corporation's control proceduressoil, regulatory compliance relating to the Schoolssurface water or groundwater, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer (ii) shall also be entitled to 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 the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and its Representatives such financial, operating and property related data and other personsinformation as such persons reasonably request, copies of all materials relating and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be cooperate reasonably requested from time to time and will cause representatives and employees of the Corporation to assist with Buyer in its investigation of the matters relative business of the Company and its Subsidiaries. All such information shall be provided subject to the Schoolsprovisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All information obtained inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, EMI or any of their facilities, plants, properties, officers, directors, employees, lenderbooks and records of Sellers pertaining to the Business, investorsand Sellers shall cause their Representatives to furnish to Buyer such financial, agents technical, operating and other representatives (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) in connection enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the transactions contemplated by this Agreement or in the course of their investigations consent of the SchoolsCompany, whether obtained before which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the date of this Agreement (Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the "Evaluation Material") shall be used only in connection books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with this Agreement and respect to such items, the subsequent operation of the SchoolsAcquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of Buyer and EMI shall assure that all Evaluation Material will its Affiliates to, cooperate with Sellers as may reasonably be otherwise kept strictly confidential requested by each of them and the Buyer's RepresentativesSellers for such purposes.

Access. Prior to From and after the Effective Date through the Closing, the Corporation (i) Buyer, personally or through its authorized agent or representatives (“Buyer’s Representatives”), shall afford to the Buyer (and its officers, attorneys, accountants and other authorized representatives)be entitled, upon reasonable noticeadvance notice to Seller, free and full access to enter upon the Property during usual normal business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may shall have full opportunity the right to make such investigation investigations, including appraisals, tenant interviews, interviews of governmental officials, engineering studies, soil tests, environmental studies and inspections thereof as it Buyer deems necessary or advisable but only in accordance with the provisions of this Article 3. Seller shall, at Seller’s expense, turn on, run, and maintain, without any interruption in service, electrical power and all utilities to the Property (including without limitation plumbing, heating and air conditioning systems) to facilitate Buyer’s testing and investigations thereof. Buyer shall desire have the right to conduct a Phase I environmental site assessment, and, if necessary, but only with the prior written consent of Seller, a Phase II environmental site assessment (including soils borings, soil sampling and, if relevant, ground water testing, and invasive sampling of building materials with respect to the Assets Property). Buyer’s and the business Buyer’s Representatives’ investigations and operations of the Schools by the Corporation, provided that such investigation shall inspections shall: (i) not unreasonably interfere with the Corporation's operations. The scope operation and maintenance of the investigation will include, but Property; (ii) not be limited to, a verification damage any part of the Corporation's Financial Statements Property; (iii) not injure or otherwise cause bodily harm to Seller, its agents, contractors, sublessees and a review of employees or any Tenant, their agents, contractors, sublessees and employees; and (iv) not unreasonably interfere with any activities conducted on the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the SchoolsProperty by any Tenant. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers maintain general liability insurance of the Corporation, its counsel, employees at least Two Million and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or No/100 Dollars ($2,000,000.00) covering any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") 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 to the contrary, this indemnification shall survive the termination of or in the course of their investigations of the Schools, whether obtained before or after the date of Closing under this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesAgreement.

Access. Prior During the Pre-Closing Period and subject to applicable Law and Section 5.11(b), 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 Closing, the Corporation shall afford to the Buyer (and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnelproperties, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Sold Companies as Buyer shall also be entitled to 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 the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") requests in connection with its efforts to consummate the transactions contemplated by this Agreement Agreement; provided, that such access does not interfere with the normal business operations of Seller or the Sold Companies. In connection with any such access, Buyer and its Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption to the business. Notwithstanding anything to the contrary in this Agreement, Seller and the course 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 their the Sold Companies is bound; provided, however, that Seller shall and shall cause the Sold Companies to, take commercially reasonable efforts to obtain a waiver of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third 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 Sold Companies in connection with, or relating in any way to, the transactions contemplated hereby, without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the Schools, whether obtained before properties or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation facilities of the Schools, and each Sold Companies without the prior written consent of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesSeller.

Access. Prior (a) Subject to the Closingcompliance with applicable Laws (including any Public Health Measures), the Corporation each party shall afford to the Buyer (other party and its Representatives reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time and the Termination Date, to such party’s and its Subsidiaries’ officers, attorneysemployees, accountants and other authorized representatives)properties, upon reasonable noticeassets, free and full access during usual business hours to its relevant officesequipment, personnelinventory, operating sites, Contracts, commitments, books and records records, other than any such matters that relate to the negotiation and other dataexecution of this Agreement. The foregoing notwithstanding, financial a party shall not be required to afford such access if it would unreasonably disrupt the operations of such party or otherwiseany of its Subsidiaries, so would cause a violation of any agreement to which such party or any of its Subsidiaries is a party, would, in the reasonable judgment of such party, result in a loss of privilege or trade secret protection to such party or any of its Subsidiaries or would constitute a violation of any applicable Laws, including any Public Health Measures (provided, that Buyer may have full opportunity in each case such party shall use its reasonable best efforts to allow for such access or to make such investigation as it shall desire available reasonable and appropriate substitute disclosure arrangements in a way that would not have any of the Assets foregoing effects). Subject to the foregoing restrictions, each party shall be permitted to conduct reasonable inspections, assessments and the business and operations testing of the Schools by other party’s properties, assets, equipment, inventory and operating sites; provided, however, that nothing herein shall authorize any party or its Representative to undertake any testing involving invasive techniques, including testing involving sampling of soil, sediment, groundwater, surface water, air or building materials, at any of the Corporationother party’s or its Subsidiary’s properties, provided without the prior written consent of such other party and provided, further, that no such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating affect any representation or warranty given by either party hereunder. (b) Each party hereby agrees that all information provided to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI it or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only its Representatives in connection with this Agreement and the subsequent operation consummation of the Schoolstransactions contemplated by this Agreement shall be deemed to be Evaluation Material, as such term is used in, and each shall be treated in accordance with, the confidentiality agreement, dated as of Buyer June 28, 2023, between the Company and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and Parent (the Buyer's Representatives“Confidentiality Agreement”).

Access. Prior (a) From and after the Execution Date until the Closing (or earlier termination of this Agreement but subject to the Closingprovisions of Section 3.4(b)) and upon obtaining any required consents of Non-Parties, including Non-Party operators of the Corporation Assets (with respect to which consents Seller shall use its commercially reasonable efforts to obtain), Seller shall afford to the Buyer (and its officersauthorized representatives (“Buyer’s Representatives”) reasonable access, attorneysduring normal business hours, accountants to the Assets, including the Records, and other authorized representativespersonnel knowledgeable with respect to the Assets (it being agreed that during Buyer’s Representatives’ access to such personnel, Seller shall have the right to have a designated representative of Seller be present), in each case, upon reasonable noticewritten notice to Seller. All investigations and due diligence conducted by Buyer or any Buyer’s Representative shall be conducted at Buyer’s sole risk, free cost and full access during usual business hours to expense and shall be conducted in compliance with the terms of any applicable Leases, Surface Contracts and Contracts. (b) Buyer shall abide by Seller’s and any Non-Party operator’s safety rules, regulations and operating policies while conducting its relevant officesdue diligence evaluation of the Assets including any environmental or other inspection or assessment of the Assets. Buyer does hereby RELEASE, personnelDEFEND, books INDEMNIFY and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire HOLD HARMLESS each of the operators of the Assets and the business Seller Group from and operations against any and all Claims arising out of, resulting from or relating to any field visit, environmental assessment or other due diligence activity conducted by Buyer or any Buyer’s Representative with respect to the 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 Schools by Seller Group; provided, (i) as to any such operator, the Corporation, provided that such investigation aforesaid Indemnity Obligations shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating apply to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, 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 any Claim to the extent such materials actually resulting on account of the willful misconduct of any operator or member of the Seller Group and matters relate (ii) as to any member of the Seller Group, the aforesaid Indemnity Obligations shall not apply to any Claim to the operation extent actually resulting on account of the Schools. Representatives willful misconduct of any operator or member of the Corporation will furnish to Seller Group. (c) During all periods that Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities and/or any of the Corporation relating to Buyer’s Representatives are on the Schools which may be reasonably requested from time to time and will cause representatives and employees premises of the Corporation Assets prior to assist 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 its investigation amounts sufficient to cover the obligations and Liabilities of Buyer under this Section 3.4. Coverage under all insurance required to be carried by Buyer under this Section 3.4(c) will (i) be primary insurance, (ii) list the members of the matters relative Seller Group and the Non-Party operators as additional insureds, (iii) waive subrogation against the members of the Seller Group and (iv) provide for not less than 15 Days prior notice to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or Seller in the course event of their investigations cancellation or modification of the Schoolspolicy or reduction in coverage. Upon request by Seller, whether obtained before or after Buyer shall provide evidence of such insurance to Seller prior to entering the date of this Agreement (lands underlying the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesAssets.

Access. Prior to the Closing, the Corporation Company shall, and shall afford to the Buyer (cause its Subsidiaries to, give RSI and its VANTAS and their respective officers, attorneysemployees, representatives, counsel financing sources and accountants and other their respective counsel, auditors and authorized representatives)representatives full access, during normal business hours and upon reasonable notice, free and full access during usual business hours to its relevant offices, the personnel, books and records and other dataproperties, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documentsstatements, contracts, pricing books, records, working papers and service policies, commitments and future prospects to the extent such materials and matters relate to the operation other relevant information pertaining thereto of the Schools. Representatives of the Corporation will furnish Company and its Subsidiaries and shall request, and shall use commercially reasonable efforts to Buyer and such other personscause, 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 requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lendercounsel, investorsauditors and financial advisors to cooperate with RSI and VANTAS in their preparation of any rating agency presentation materials, agents and other representatives private placement prospectus or offering memorandum, syndication book or similar marketing materials (the "Buyer's RepresentativesFinancing Materials") in connection with the transactions contemplated by this Agreement or in the course of their investigations a transaction to sell securities of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only Company in connection with this 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 subsequent operation Stock Purchase Agreement and in their investigation of the Schoolsbusiness 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 each shall cause its Subsidiaries, officers and employees to, furnish to RSI and VANTAS and their respective officers, employees, representatives, counsel and accountants such financial, tax and operating data and other information with respect to the business, properties and assets of Buyer the Company and EMI its Subsidiaries as RSI and VANTAS or any such person shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them from time to time reasonably request, and the Buyer's RepresentativesCompany shall, and shall cause its Subsidiaries, directors, officers and employees to, cooperate with, and the Company shall request its independent public accountants and independent legal counsel to cooperate with, RSI and VANTAS and their respective officers, employees, representatives, counsel and accountants so as to enable VANTAS to be kept fully informed with respect to the business, assets, financial condition, results of operations and prospects of the Company.

Access. Prior Patheon shall provide the Client with reasonable access at mutually agreeable times to its Manufacturing Site in which the ClosingProduct is manufactured, stored, handled or shipped in order to permit the Client's verification of Patheon's compliance with the Patheon Manufacturing Responsibilities and with all applicable Laws. Patheon agrees to permit the Client to review Patheon’s standard operating procedures for the manufacture of the Product and those associated with the general facilities, equipment, or procedures required for compliance with cGMPs or DEA requirements. For greater certainty, the Corporation right of access provided in this Section 7.5 shall afford not include a right to access or inspect Patheon’s financial records. Patheon shall [ * ] obtain the Buyer (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 its officersresolve them, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation Client 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 also be entitled to discuss with officers make reasonable follow up inspections to monitor correction of the Corporationdeficiencies. Patheon shall notify the Client of any inspections by, its counselor communications with, employees and independent public accountantsany governmental agency involving the Product. Patheon shall furnish to the Client all material information supplied to, all of its booksor supplied by, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects such regulatory Authority or third party supplier to the extent that such materials and matters relate report relates to Product, or the operation ability of the Schools. Representatives of the Corporation will furnish Patheon to Buyer and supply such other personsProduct, 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 requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any within three (3) Business Days of their officersreceipt of such information or delivery of such information, directorsas the case may be. Patheon will promptly correct any deficiencies noted by governmental agencies in any such inspections. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, employeesMARKED BY BRACKETS, lenderHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesAS AMENDED.

Access. Prior to From and after the Closing, Buyer shall cause Newco, the Corporation shall afford Company and the Sold Subsidiaries to provide H&H Group and its authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hours upon reasonable notice and in a manner so as not to interfere unreasonably with the normal business operations of Buyer, Newco, the Company and the Sold Subsidiaries to the Buyer (and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records of Newco, the Company and other datathe Sold Subsidiaries with respect to periods or occurrences prior to the Closing Date in connection with (a) the preparation of Tax Returns, or (b) compliance, financial reporting (including financial audits of historical information) and accounting matters and (c) any indemnity claim pursuant to the indemnification provisions hereunder; provided, that nothing in this Section 7.05 shall obligate Buyer to disclose any information if the disclosure of such information would (i) reasonably be expected to cause such information to lose the protections of attorney-client privilege arising after the Closing or otherwise(ii) violate any confidentiality obligations arising prior to the Closing between Buyer, so Newco, the Company or any Sold Subsidiary and an unaffiliated third party (provided, that Buyer may have full opportunity shall, without being required to make pay any out-of-pocket costs or expenses other than those dictated by the applicable agreement pursuant to which such investigation confidentiality obligations arise, use its reasonable efforts to obtain waivers and consents necessary or appropriate to provide such information as it is reasonably requested by Seller). Without limiting the foregoing, within ten (10) Business Days after the Closing, Buyer shall desire of provide H&H Group with a final, year-to-date trial balance for Newco, the Assets Company and the business and operations of Sold Subsidiaries through the Schools by the CorporationClosing Date, provided that such investigation which trial balance shall not unreasonably interfere be prepared on a basis consistent with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the CorporationCompany's control procedureshistorical practices. Unless otherwise consented to in writing by H&H Group, regulatory compliance relating to the Schools, the Schools FacilityBuyer shall not, and material contracts and litigation relating to shall not permit the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the CorporationCompany, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI Newco or any of their officersits Subsidiaries to, directorsfor a period of seven (7) years following the Closing Date, employeesdestroy, lenderalter or otherwise dispose of any books and records of the Company, investorsNewco or its Subsidiaries, agents or any portions thereof, relating to periods prior to the Closing Date without first giving reasonable prior notice to H&H Group and other representatives (offering to surrender to H&H Group such books and records or such portions thereof. The provisions of this Section 7.05 shall survive the "Buyer's Representatives") in connection with consummation of the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") and shall be used only in connection with this Agreement binding on all successors and assigns of Buyer, Newco, the subsequent operation of Company and their Subsidiaries and Affiliates, as the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativescase may be.

Access. Prior Upon execution of this Agreement until the Closing Date, subject to the Closinglimitations 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 Corporation shall afford 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 Buyer extent that Seller may do so without (and a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its officersAffiliates or its counselors, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facilityconsultants, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, 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 (d) to the extent that Seller has authority to grant such materials access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and matters relate to Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the Schoolsbusiness of Seller and any applicable Third Party operator. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating Subject to the business affairsterms of this Agreement, operations, Facility, Assets all investigations and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained due diligence conducted by Buyer, EMI Purchaser or any of their officersPurchaser’s Representatives shall be conducted at Purchaser’s sole cost, directorsrisk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, employeesexpenses, lender, investors, agents and or the obligation to undertake any liability or other representatives obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations condition of the Schoolssame; provided, whether obtained before however, that Seller shall have no liability to Purchaser (or after the date otherwise be in breach of this Agreement agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the SchoolsRecords, and each of Buyer (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and its Representatives whenever they are on site on the Buyer's RepresentativesAssets.

Access. Prior (a) During the period from the date of this Agreement to the ClosingClosing or the prior termination of this Agreement pursuant to Section 8.1, the Corporation shall afford to the Buyer (and its officerscounsel, attorneysaccountants, accountants financial advisors, potential financial sources, employees, agents and other authorized representatives), representatives (the “Buyer Representatives”) shall be given reasonable access during normal business hours and upon reasonable noticeprior notice to the facilities, free and full access during usual business hours to its relevant officesproperties, personnel, books and records and other data(including, financial or otherwisewithout limitation, so that Buyer may have full opportunity to make such investigation as it shall desire Tax records) of the Assets NOARK Group, Seller and its Affiliates for the purpose of conducting an investigation of their financial condition, status, Business, employment matters, properties and assets; provided, however, that (i) Buyer and the business and operations Buyer Representatives will not request information, or otherwise contact, any officer, director or employee of Seller, or Seller’s Affiliates, or of any member of the Schools by NOARK Group without arranging such contact with any of the Corporationindividuals listed on Schedule 1.1(C), provided that and (ii) such investigation shall be conducted in a manner that does not unreasonably interfere with the Corporation's operations. The scope normal operations of the investigation will includeNOARK Group. Additionally, but Buyer Representatives shall have from the date of this Agreement to the Closing Date or the prior termination of this Agreement pursuant to Section 8.1 the opportunity to conduct further environmental reviews during regular business hours in such manner as not be limited to, a verification to unreasonably interfere with normal operations of the Corporation's Financial Statements and a review 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 Corporation's control procedures, regulatory compliance relating to NOARK Group and their respective assets without prior consent of Seller. Seller and the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its NOARK Group will cause their respective counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directorsfinancial advisors, employees, lender, investors, 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) Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide to Buyer's Representatives", information relating to (i) bids received from others in connection with the transactions contemplated by this Agreement (or similar transactions) and information and analyses (including financial analyses) relating to such bids; (ii) any information the disclosure of which would jeopardize any privilege available to Seller, Seller Parent, any member of the NOARK Group or any of Seller’s Affiliates relating to such information or would cause Seller, Seller Parent, any member of the NOARK Group or any of Seller’s Affiliates to breach a confidentiality obligation; or (iii) any information the disclosure of which would result in a violation of Law. Notwithstanding the foregoing, Seller shall provide Buyer with appropriate substitute disclosure arrangements under circumstances in which the restriction of the preceding sentence apply. Buyer and Seller shall cooperate to ensure that the provision of access hereunder to Buyer and the Buyer Representatives shall comply in all respects with the FERC’s Standards of Conduct for Transmission Providers set forth in 18 C.F.R. Part 358, et seq. (c) Buyer shall indemnify the Seller Indemnified Parties and their respective representatives, and save them harmless, effective as and from the date hereof, from and against any Damages that they or any of them may suffer or incur, or that may be made or brought against any of them, as a result of, in respect of, or arising out of any injury to the person or property of Buyer or the Buyer Representatives as a result of, or in the course of their investigations connection with any site visits or inspections of the Schoolsassets 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, whether obtained before or 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 (Agreement, Seller shall request from each Person that made an Acquisition Proposal that such Person return to the "Evaluation Material") shall be used only NOARK Group or, if provided for in connection the relevant confidentiality agreement with this Agreement such Person, destroy any and all confidential information relating to the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesNOARK Group previously furnished to such Person.

Access. Prior to the Closing, the Corporation shall afford to the Buyer (and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after Between the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the SchoolsClosing Date, Seller shall, and shall cause its Subsidiaries, including each Company and each Company Subsidiary and each of their respective Representatives, to, (i) afford Buyer and EMI 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) furnish Buyer and its Representatives with copies of all such Contracts, books and records, and other documents and data as have not previously been furnished to Buyer and as Buyer may reasonably request, (iii) furnish Buyer and its Representatives with such additional financial, operating, and other data and information as Buyer may reasonably request, but only to the extent such data or information exists or can be generated or produced without disproportionate expense, and (iv) authorize the Companies' independent certified public accountants to permit Buyer and its independent actuaries, auditors, tax consultants and certified public accountants to examine all accounting records and working papers pertaining to the Financial Statements and Statutory Statements. No investigation pursuant to this Section 5.3 shall assure that all Evaluation Material will affect or be otherwise kept strictly confidential deemed to modify any representation or warranty made by each Seller. Any investigation pursuant to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of them the business of Seller, the Companies or the Company Subsidiaries. Notwithstanding the foregoing, Buyer shall not have access to personnel records of the Companies and the Buyer's RepresentativesCompany 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. Prior Upon reasonable advance written notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s representatives reasonable access, during normal business hours throughout the period prior to the ClosingEffective Time, the Corporation shall afford to the Buyer (and its officersAcquired Companies’ employees, attorneyscustomers, accountants and other authorized representatives)vendors, upon reasonable noticepartners, free and full access during usual business hours to its relevant officesproperties, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and contracts and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all available information concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other corporate documentsaccess, contractsor to disclose any information, pricing and service policies, commitments and future prospects to that in the extent such materials and matters relate to the operation reasonable judgment of the Schools. Representatives Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Corporation will furnish Acquired Companies with respect to Buyer confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such other persons, copies of all materials relating information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the business affairs, operations, Facility, Assets and liabilities conduct of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the SchoolsAcquired Companies’ business. All information obtained by BuyerParent and its representatives pursuant to this Section 6.4 shall be treated as “Evaluation Material” of the Acquired Companies for purposes of the Confidentiality Agreement. No investigation pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty in this Agreement of any party hereto or otherwise limit or affect the remedies available to Parent. All requests for access pursuant to this Section 6.4 must be directed to the General Counsel of the Company or another Person designated in writing by the Company. Notwithstanding anything herein to the contrary, EMI Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or any supplier of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or in the course of their investigations delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesCompany participating.

Access. Prior (a) From and after the Execution Date until Closing or termination of this Agreement, Seller shall, or shall cause the Companies to the Closing, the Corporation shall afford to the Buyer Purchaser (and any of its officers, employees, agents, accountants, attorneys, accountants and investment bankers, landmen, consultants or other authorized representativesdesignated representatives (collectively, “Purchaser’s Representatives”)), upon reasonable noticeaccess to the Companies’ and, free and full access during usual business hours to its relevant officesthe extent related to the Companies or the Company Assets, personnelSeller’s, books and records and other data(including the Company Records), financial in each case, in the possession or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire control of the Assets and Companies or their Affiliates, and, solely for the business and operations purpose of Purchaser’s due diligence investigation of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will includeCompany Assets, 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 also be entitled to 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 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 materials and matters relate access, provided, further, that Seller shall not be obligated to expend any monies or incur any Damages). Seller shall use its commercially reasonable efforts to provide Purchaser and/or Purchaser’s Representatives with reasonable access to the operation representatives of Ridgewood for the Schools. Representatives purposes of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its Purchaser’s due diligence investigation of the matters relative Company Assets. All access by Purchaser shall be limited to Seller’s or the Companies’ or Ridgewood’s normal business hours, and Purchaser’s review shall be conducted in a manner that minimizes interference with Seller’s or its Affiliates’ or Ridgewood’s businesses. (b) Purchaser acknowledges that (i) neither Seller nor the Companies are able to provide physical access to the SchoolsCompany Assets and (ii) Seller and its Affiliates cannot cause Ridgewood to have discussions with Purchaser or Purchaser’s Representatives. Notwithstanding the foregoing, Seller shall use commercially reasonable efforts to provide Purchaser access to the Company Assets, and Purchaser acknowledges that it may be required to enter into indemnity, bonding or other similar agreements with the applicable operator of any Company Assets. All information obtained 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 Buyer, EMI Purchaser or any of their officersPurchaser’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, directorsregulations and instructions issued by Seller and its Affiliates, employeesthe Companies or Ridgewood, lenderas applicable, investors, agents regarding the actions of Purchaser (and other representatives (the "Buyer's Purchaser’s Representatives") in connection with the transactions contemplated by conducting any inspection pursuant to this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesSection 6.1.

Access. Prior Seller will give to the Closing, the Corporation shall afford to the Buyer (and its officers, attorneys, accountants and other authorized representatives), upon Buyer's representatives reasonable notice, free and full access during usual normal business hours to its relevant officesSeller's properties, personnelbooks, books records, and records personnel files related solely to the Operations, and will allow such persons to make copies (at Buyer's expense) of all of such documents and all such financial and operating data and information as any such person shall reasonably request from time to time, provided, that no such access shall be requested or required to be given at any time or in any manner which interferes with the normal conduct of Seller's business. All such documents, data, and other materials are confidential and Buyer shall not release them to anyone except its employees and agents, and then only for the purposes of this transaction; provided, however, that any such documents, 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 other materials shall not unreasonably interfere with the Corporation's operations. The scope be deemed confidential for purposes 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 also be entitled to 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 this paragraph to the extent such materials and matters relate to that the operation same (1) is a part of the Schools. Representatives public domain at the time of disclosure, (2) subsequently becomes a part of the Corporation will furnish 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 and Buyer is not under an obligation of confidentiality with respect thereto, or (4) is subsequently disclosed to Buyer by a third party not in violation of any rights of, or obligations to, Seller. Such examination and such other personsinvestigation by Buyer shall not operate as a waiver of, copies or limit in any way, the warranties and representations of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the SchoolsSeller hereunder. All information obtained by Buyer, EMI or If for any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with reason the transactions contemplated by this Agreement are not consummated, then upon Seller's written request Buyer shall return to Seller (and not thereafter use in its own business or in otherwise, or disclose the course of their investigations of the Schoolscontents of) all documents, whether data and other materials respecting Seller's business furnished to or obtained before by Buyer or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativesits representatives from Seller or its representatives.

Access. Prior to the Closing, the Corporation Companies shall, and shall afford to the Buyer (cause their respective Subsidiaries to, give VANTAS and its respective officers, attorneysemployees, representatives, counsel financing sources and accountants and other their respective counsel, auditors and authorized representatives)representatives full access, during normal business hours and upon reasonable notice, free and full access during usual business hours to its relevant offices, the personnel, books and records and other dataproperties, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documentsstatements, contracts, pricing books, records, working papers and service policies, commitments and future prospects to the extent such materials and matters relate to the operation other relevant information pertaining thereto each of the Schools. Representatives of the Corporation will furnish Companies and their respective Subsidiaries and shall request and use commercially reasonable efforts to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, respective employees, lendercounsel, investorsauditors and financial advisors to cooperate with VANTAS in their preparation of any rating agency presentation materials, agents and other representatives private placement prospectus or offering memorandum, syndication book or similar marketing materials (the "Buyer's RepresentativesFinancing Materials") in connection with the transactions contemplated by this Agreement or in the course a transaction to sell securities of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only 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 subsequent operation Stock Purchase Agreement and in their investigation of the Schoolsbusinesses 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 to VANTAS and its respective officers, employees, representatives, counsel and accountants such financial, tax and operating data and other information with respect to the business, properties and assets of each of Buyer the Companies and EMI their respective Subsidiaries as VANTAS or any such person shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them from time to time reasonably request, and the Buyer's RepresentativesCompanies shall, and shall cause their respective Subsidiaries, directors, officers and employees to, cooperate with, and the Companies shall request their respective independent public accountants and independent legal counsel to cooperate with, VANTAS and its respective officers, employees, representatives, counsel and accountants so as to enable VANTAS to be kept fully informed with respect to the business, assets, financial condition, results of operations and prospects of the Companies.

Access. Prior to (a) During the ClosingPre-Closing Period, the Corporation shall afford Purchaser will have the right to the Buyer (conduct, during normal business hours and its officers, attorneys, accountants and other authorized representatives), upon reasonable prior notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation inspections as it shall desire may reasonably require for purposes of obtaining the Assets Financing, obtaining requisite Consents and Governmental Approvals, monitoring the business and operations affairs of the Schools by Company and otherwise completing the Corporationtransactions contemplated hereby with respect to the Company and its business, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will includeincluding all operational, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedureslegal, regulatory compliance and financial matters relating to the SchoolsCompany and its business. During the Pre-Closing Period, the Schools FacilityCompany shall permit the Purchaser and its representatives to (i) inspect all of the foregoing, and material contracts and litigation relating (ii) have reasonable access to the Schools. Duly authorized representatives of the Buyer shall also be entitled to 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 the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation Company with the prior written consent of Seller (which discussions shall not be deemed by the Company to assist Buyer in its investigation be a violation of any confidentiality agreement) and (iii) request additional information concerning all of the matters relative foregoing, and the Company will, and will use commercially reasonable efforts to cause such officers, employees and other Persons to, reasonably cooperate with such inspections, and promptly respond to any requests for additional information. All of the requirements of this Section 6.2(a) shall be subject to: (A) any prohibitions or limitations of applicable Law, (B) the terms of any Contract entered into prior to the Schools. All information obtained by Buyer, EMI date hereof to which Seller or any the Company is a party to the extent compliance with this Section 6.2(a) would reasonably be expected to violate the terms of their officers, directors, employees, lender, investors, agents such Contract (it being agreed that the Seller and other representatives (the "Buyer's Representatives"Company shall use its reasonable efforts to comply with this Section 6.2(a) in connection with 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 Company. (b) During the Pre-Closing Period, the Company will have the right to conduct, during normal business hours and upon reasonable prior notice, such inspections as it may reasonably require for purposes of obtaining requisite Consents and Governmental Approvals, monitoring the business and affairs of Parent and otherwise completing the transactions contemplated by this Agreement or in hereby with respect to the course of Parent Companies and their investigations respective businesses, including all operational, legal, regulatory and financial matters relating to the Parent Companies and their respective businesses. During the Pre-Closing Period, Parent shall and shall cause its Subsidiaries to, permit the Company and its representatives to (i) inspect all of the Schoolsforegoing, whether obtained before (ii) have reasonable access to the officers and employees of such entity with the prior written consent of Parent or after its Subsidiaries, as applicable (which discussions shall not be deemed by Parent or the date Purchaser to be a violation of any confidentiality agreement) and (iii) request additional information concerning all of the foregoing, and Parent shall, and shall use commercially reasonable efforts to cause such officers, employees and other Persons to, reasonably cooperate with such inspections, and promptly respond to any requests for additional information hereunder. All of the requirements of this Agreement (the "Evaluation Material"Section 6.2(b) shall be used only in connection 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 Agreement Section 6.2(b) would reasonably be expected to violate the terms of such Contract (it being agreed that Parent and the subsequent operation Purchaser shall use their reasonable efforts to comply with this Section 6.2(b) in a manner that does not cause such violation or prohibition) and (C) any restrictions which Parent reasonably believes upon the advice of outside counsel are necessary to preserve the Schools, and each attorney-client privilege of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativesany Purchaser Company.

Access. Prior (a) Subject to compliance with applicable Laws, each of the Closing, the Corporation Company and Parent shall (and each shall cause its Subsidiaries to): (i) afford to the Buyer (other party and to its officers, attorneysemployees, accountants and other authorized representatives)accountants, upon reasonable noticeconsultants, free and full access during usual business hours to its relevant offices, personnel, books and records and other datalegal counsel, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets advisors and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (collectively, “Representatives”) reasonable access, solely for purposes of furthering the "Buyer's Representatives"Mergers and the other transactions contemplated hereby or integration planning relating thereto, during normal business hours, on reasonable advance notice of not less than two Business Days, throughout the period prior to the earlier of the First Effective Time and the Termination Date, to the other party’s and its Subsidiaries’ businesses, properties, personnel, agents, contracts, commitments, books and records, other than any such matters that relate to the negotiation and execution of this Agreement, including with respect to the consideration or valuation of the Mergers or any financial or strategic alternatives thereto, or any Company Alternative Proposal or Parent Alternative Proposal, as applicable, and (ii) promptly furnish the other party and its Representatives all other information concerning its business, properties and personnel as may reasonably be requested by the other party; provided, that the Company or Parent, as applicable, may provide such access by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law (including any COVID-19 Measures). (b) Subject to 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 Subsidiaries to) (i) afford to Parent and its Representatives reasonable access, 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 its Subsidiaries’ businesses, properties, personnel, agents, contracts, commitments, books and records, and (ii) promptly furnish Parent and its Representatives (A) such financial and operating data and other information concerning the Company and its Subsidiaries as may be reasonably requested and is necessary or advisable in connection with any filings contemplated pursuant to Section 5.6 or any Post-Closing Disposition, (B) all reports or other information concerning the transactions contemplated Company and its Subsidiaries provided to third parties pursuant to the terms of any outstanding indebtedness of the Company or any of its Subsidiaries and (C) all other information concerning the Company’s business, properties and personnel as may reasonably be requested by the other party; provided, that the Company may provide such access by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law (including any COVID-19 Measures); provided, further, that to the extent access to any information of the Company or any of its Subsidiaries requires the entry of a protective order by the STB, the Company or its applicable Subsidiary shall be required to grant such access only if such order is obtained, subject to the terms of such order. (c) The foregoing provisions of this Agreement Section 5.3 notwithstanding, neither the Company nor Parent shall be required to afford such access or furnish such information if it would unreasonably disrupt the operations of such party or any of its Subsidiaries, would cause a violation of any agreement to which such party or any of its Subsidiaries is a party, would result in a loss of privilege or trade secret protection to such party or any of its Subsidiaries, would result in the course disclosure of their investigations any information in connection with any litigation or similar dispute between the parties hereto, would constitute a violation of any applicable Law or result in the disclosure of any personal information that would expose the such party to the risk of liability. In the event that Parent or the Company objects to any request submitted pursuant to and in accordance with this Section 5.3 and withholds information on the basis of the Schoolsforegoing sentence, whether obtained before the Company or after Parent, as applicable, shall inform the date other party as to the general nature of this Agreement 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 "Evaluation Material"required consent or waiver of any third party required to provide such information and (ii) shall be used only 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 subsequent operation consummation of the Schoolstransactions contemplated hereby shall be deemed to be “Confidential Information,” as such term is used in, and each shall be treated in accordance with, the confidentiality agreement, dated as of Buyer December 9, 2020, between the Company and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each Parent (the “Confidentiality Agreement”) and, as applicable, the Clean Team Confidentiality Agreement, dated as of them March 10, 2021, between the Company and Parent (the Buyer's Representatives“Clean Team Agreement”).

Access. Prior (a) Subject to the Closingcompliance with applicable Laws, the Corporation Company shall afford (i) provide to the Buyer (Parent and to its officers, attorneysemployees, accountants accountants, consultants, legal counsel, financial advisors and agents, lenders and other authorized representatives)representatives (collectively, upon “Parent Representatives”) reasonable notice, free and full access during usual 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 relevant officesSubsidiaries’ properties, personnelcontracts, commitments, books and records and (ii) furnish to Parent and its Parent Representatives such financial and operating data and other data, financial or otherwise, so that Buyer information as such Parent Representatives may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will includereasonably request (including, but not be limited to, a verification furnishing to Parent the financial results of the Corporation's Financial Statements Company in advance of any filing by the Company with the SEC containing such financial results) and a review (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than directors who are not employees) of the Corporation's control procedures, regulatory compliance relating Company and its Subsidiaries to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss cooperate reasonably 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 the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer Parent in its investigation of the matters relative Company and its Subsidiaries. The foregoing notwithstanding, the Company shall not be required to afford such access if it would unreasonably disrupt the Schools. All information obtained by Buyer, EMI operations of the Company or any of their officersits Subsidiaries, directorswould cause a violation of any agreement to which the Company or any of its Subsidiaries is a party, employeeswould 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, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection nor shall Parent or any of its Parent Representatives be permitted to perform any onsite procedure with the transactions contemplated by this Agreement or in the course of their investigations respect to any property of the Schools, whether obtained before Company or after the date any of this Agreement its Subsidiaries. (the "Evaluation Material"b) shall be used only Parent hereby agrees that all information provided to it or its Parent Representatives in connection with this Agreement and the subsequent operation consummation of the Schoolstransactions contemplated hereby shall be deemed to be Evaluation Material, as such term is used in, and each shall be treated in accordance with, the amended and restated confidentiality agreement, dated as of Buyer October 11, 2006, between the Company, Parent and EMI Merger Sub (the “Confidentiality Agreement”); provided, that Parent shall assure that all be entitled to share such Evaluation Material will 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 otherwise kept strictly confidential bound by each the confidentiality provisions of them and the Buyer's RepresentativesConfidentiality Agreement or shall execute their own confidentiality agreements in identical or substantially identical form with the Company.

Access. Prior (i) Subject to the Closingother provisions of this Section 5(d), from the date hereof until the Closing Date, the Corporation Seller shall afford cause the Companies to provide the Buyer (and its officersauthorized representatives with full access, attorneys, accountants and other authorized representatives)at all reasonable times, upon reasonable advance notice, free and full access during usual in a manner so as not to interfere unreasonably with the normal business hours operations of either Company, to its relevant the offices, personnelproperties, books and books, records, contracts, Tax records and other data, financial documents of or otherwise, so that pertaining to each Company in order for the Buyer may to have full the opportunity to make such investigation as it shall reasonably desire to make of the Assets affairs of the Companies. Such access shall also be available on the terms and conditions described above to ACuPowder and its authorized representatives with respect to the facilities of Metal Powders located in Greenback and Maryville, Tennessee (collectively, the "TENNESSEE FACILITIES"). (ii) The Parties shall agree upon mutually convenient times and places at which the Buyer may conduct interviews with key employees and/or customers of the Companies mutually agreed to by the Seller and the Buyer. Such access shall also be available on the terms and conditions described above to ACuPowder and its authorized representatives with respect to the Tennessee Facilities. (iii) In addition, the Buyer shall be entitled to maintain one (1) representative on-site at the Niagara Falls Facility who shall have access to and monitor the daily business and operations of the Schools 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 responsible for and to indemnify the Seller (and the Companies, in the event that the Closing does not occur for any reason) in respect of (A) such representative's compliance with such confidentiality agreement, rules and policies, (B) all compensation and employment-related matters with respect to such representative, and (C) all acts or omissions committed by such representative during his or her presence at the Corporation, provided Niagara Falls Facility or while present at other facilities of either Company or the Seller to the extent that such investigation acts or omissions have any adverse effect on the Seller, either Company or any Other Affiliate. (iv) Without limiting the generality of the foregoing provisions, access to the Companies shall be further limited as follows with respect to environmental matters: During the Pre-Closing Period, the Seller shall allow the Buyer and its representatives and agents, including an environmental consultant, access, during normal business hours, upon reasonable advance notice, to the Companies' properties, and shall make available to Buyer, during normal business hours at times and for periods of time that will not unreasonably interfere with the Corporation's operations. The scope normal business operations of either Company, such employee or employees of each of the investigation will include, but not Companies as shall be limited to, a verification of designated by the Corporation's Financial Statements Seller and a review of the Corporation's control procedures, regulatory as are reasonably available who are involved in environmental compliance relating in order to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of allow the Buyer to investigate the condition with respect to environmental matters of each Company's properties, plants and facilities. Such access shall also be entitled available on the terms and conditions described above to discuss ACuPowder and its authorized representatives 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 respect to the extent such materials Tennessee Facilities. (v) All information disclosed or made available to or otherwise obtained by the Buyer, U.S. Bronze, ACuPowder and/or their respective authorized representatives and matters relate agents pursuant to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer foregoing provisions or otherwise in its connection with their investigation of the matters relative to the Schools. All information obtained by Buyer, EMI Companies or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by hereby shall be subject to the terms and conditions of the Confidentiality Agreement, the U.S. Bronze Confidentiality Agreement and the ACuPowder Confidentiality Agreement, respectively, each of which the Contract Parties hereby acknowledge and agree shall remain in full force and effect and shall survive the Closing or any termination of this Agreement Agreement. (vi) Prior to the Closing, 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 course of their investigations employees, customers, lessors and suppliers of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only Companies in connection with this Agreement and the subsequent operation transactions contemplated hereby, except in accordance with the procedures provided herein or otherwise with the express prior consent of the SchoolsSeller, and each or upon the express request of Buyer and EMI the Seller. (vii) Prior to the Closing Date, the Seller shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and provide the Buyer, promptly upon the Seller's Representativesreceipt thereof, with copies of all monthly production, sales and other monthly operational reports received by Seller from each Company.

Access. Prior During the Pre-Closing Period, Seller shall, and shall cause the Sold Companies to, (i) reasonably cooperate with Buyer to facilitate the Closing, transition to Buyer on the Corporation shall afford to the Buyer (and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire Closing Date of the Assets IT systems and network used in the business and operations operation of the Schools Business or by the Corporation, Sold Companies (provided that such investigation shall cooperation does not unreasonably interfere with the Corporation's operations. The scope 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, properties, facilities, assets, Contracts, books, financial information and records of the investigation will includeSold Companies (including (x) working papers and data in the possession of Seller or the Sold Companies or its accountants and (y) IT staff in order to assess the transition of IT services to Buyer); provided that such access does not interfere unreasonably with the normal business operations of Seller or the Sold Companies; and provided, but further, that such access shall not be limited toinclude any invasive or destructive sampling or testing of any environmental medium or building material; provided, a verification further, Buyer shall not have access to personnel records of Seller or its Affiliates relating to individual performance or evaluation records, medical histories or other information which in Seller’s good faith opinion is sensitive or the disclosure of which could subject Seller or any of its Affiliates to risk of liability. If the foregoing access involves entry onto any properties of the Corporation's Financial Statements and a review of the Corporation's control proceduresSold Companies, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer Seller shall also be entitled to discuss have a representative of Seller accompany Buyer or its authorized representatives at all times. Notwithstanding anything to the contrary in this Agreement, Seller and the Sold Companies shall not be required to disclose (A) any information to Buyer if Seller is advised in writing by counsel that such disclosure would be reasonably likely to (w) include competitively sensitive information (in which case such information shall be disclosed in compliance with officers the Joint Defense Agreement), (x) jeopardize any attorney-client privilege, or (y) violate any applicable Law or Order, (B) information relating to any sale or divestiture process conducted by Seller or its Affiliates for the Business or Seller’s or its Affiliates’ (or their Representatives’) evaluation of the CorporationBusiness in connection therewith, its counselincluding projections, employees and independent public accountantsfinancial or other information relating thereto, all or (C) any consolidated, combined, unitary or similar Tax Return of which Seller or any of its booksAffiliates (other than the Sold 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, records however, that Seller shall cooperate with Buyer and other corporate documentsshall use commercially reasonable efforts to design and implement alternative disclosure arrangements and, contracts, pricing and service policies, commitments and future prospects to the extent available, use such materials alternative disclosure arrangements to provide information, documents, and matters relate access to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other personsits representatives, 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 requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directorsagents, employees, lendercounsel, investors, agents and other representatives (advisors in a manner that would not violate applicable Law or Order or cause the "Buyer's Representatives") in connection loss of attorney-client privilege with respect thereto. The parties agree that the transactions contemplated by this Agreement or in the course of their investigations provisions of the Schools, whether obtained before or after Confidentiality Agreement shall continue in full force and effect following the date execution and delivery of this Agreement (until the "Evaluation Material") Closing, and all information obtained pursuant to this Section 5.2 shall be used only kept confidential in connection accordance with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesConfidentiality Agreement.

Access. Prior Until the expiration of the Due Diligence Period, Seller Group shall afford Lender’s or Lenders’ agents or representatives reasonable access, during normal business hours, to the ClosingReal Property and improvements for purposes of any non-intrusive physical, the Corporation shall afford to the Buyer (and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial structural or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire environmental inspection of the Assets Real Property. Furthermore, Seller Group agrees to reasonably cooperate with the Lenders in their inspection activities permitted hereunder, at no cost to Seller Group, and Seller Group agrees to use reasonable, good faith efforts to assist Purchaser in obtaining additional reasonable due diligence information from the business and operations other owners of the Schools Land and Improvements, at no cost to Seller Group. Purchaser agrees that, to cover any physical or environmental inspections of the Real Property by the CorporationLenders, provided that such investigation shall Purchaser or Purchaser’s agents will carry not unreasonably less than $2,000,000 comprehensive general liability insurance; will not interfere with the Corporation's operations. The scope activity of any persons occupying or providing service at the investigation Real Property; and will include, but not be limited to, a verification of contact any governmental authority and will not reveal to any governmental authority 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 also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all results of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects inspections except to the extent such materials required by law. Such insurance policy shall name Seller as an additional insured. PURCHASER SHALL NOT AND SHALL NOT PERMIT ITS LENDERS TO, CONDUCT OR ALLOW ANY PHYSICALLY INVASIVE OR SUBSURFACE TESTING OF, ON, ABOUT OR UNDER THE LAND OR IMPROVEMENTS WITHOUT FIRST OBTAINING SELLER GROUP’S WRITTEN CONSENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, AS TO THE TIMING AND SCOPE OF WORK TO BE PERFORMED. PURCHASER’S BREACH OF THE FOREGOING PROHIBITION SHALL ENTITLE SELLER GROUP, AT ITS OPTION, IMMEDIATELY TO DECLARE THIS AGREEMENT TO BE TERMINATED AND TO DEDUCT FROM THE DEPOSIT ANY DAMAGES ACTUALLY INCURRED BY SELLER TO REPAIR THE DAMAGE CAUSED BY PURCHASER OR PURCHASER’S LENDERS. WITH REGARD TO THE LENDERS’ REQUESTS FOR ACCESS OR CONSENTS FOR ANY DUE DILIGENCE MATTERS, SELLER GROUP MUST PROVIDE ACCESS OR RESPOND TO LENDERS’ REQUEST FOR CONSENT WITHIN THREE (3) BUSINESS DAYS AFTER THE REQUEST IS MADE; ANY FURTHER DELAY WILL RESULT IN A DAY-FOR-DAY EXTENSION OF THE DUE DILIGENCE PERIOD. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is the “point person” of Seller Group whom Purchaser and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer its Lenders shall coordinate all visits and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets requests access and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativesdocumentation.

Access. Prior Subject to specific restrictions imposed upon Seller and Company by Law or Contract to which either of them is a party and to the Closingexecution 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, the Corporation 1997 by and between Buyer and Seller, Seller and Company shall afford to the authorize and permit Buyer (and its officers, attorneys, representatives (which term shall be deemed to include its independent accountants and other authorized representatives)counsel and representatives of prospective financing institutions of Buyer) to have reasonable access during normal business hours, upon reasonable notice, free notice and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make in such investigation manner as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall will not unreasonably interfere with the Corporation's operations. The scope conduct of the investigation will includetheir respective businesses, but not be limited toto all of their respective properties, a verification of the Corporation's Financial Statements books, records, operating instructions and a review of the Corporation's control procedures, regulatory compliance relating Tax Returns, and all other information with respect to the Schools, the Schools FacilityBusiness as Buyer may from time to time request, and material contracts and litigation relating to the Schools. Duly authorized representatives make such reasonable numbers of the Buyer shall also be entitled to discuss with officers copies of the Corporation, its counsel, employees and independent public accountants, all of its such books, records and other corporate documents, contracts, pricing documents and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and discuss their respective businesses with such other personsPersons, copies of all materials relating to including, without limitation, the business affairsdirectors, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lenderaccountants, investorscounsel, agents suppliers, customers, and other representatives creditors of Seller (with respect to the "Buyer's Representatives"Business) in connection and Company, as are reasonably necessary or appropriate for the purposes of familiarizing them with the Business and obtaining any necessary Approvals of or Permits for the transactions contemplated by this Agreement or in Agreement. Without limiting the course of their investigations generality of the Schoolsforegoing, whether obtained before or after the date of this Agreement (the "Evaluation Material") Buyer shall be used only in connection with this Agreement and entitled to (a) conduct or cause to be conducted without the subsequent operation consent of Seller or Company, an environmental compliance audit of the SchoolsBusiness and, respect to any interest in real property held by Seller (with respect to the Business) or Company, a non-invasive environmental audit consisting of a "phase 1" environmental study, (b) conduct or cause to be conducted subject to the prior written consent of Seller or Company (which consent shall not be unreasonably withheld) with respect to any interest in real property held by Seller (with respect to the Business) or Company such other environmental investigations or studies as Buyer may desire and each (c) review, as soon as available, copies of Buyer all reports, renewals, filings, certificates, statements and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential other documents received by each of them and Seller (with respect to the Buyer's RepresentativesBusiness) or Company from any Governmental Entity.

Access. Prior (a) Lessor hereby grants to the ClosingLessees and their respective Affiliates, the Corporation shall afford to the Buyer (and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counselagents, employees and independent public accountantscontractors (collectively, all “Lessees’ Parties”) free of its bookscharge, records an irrevocable, non-exclusive right of access to and other corporate documents, contracts, pricing and service policies, commitments and future prospects use of those portions of the Refinery Site that are reasonably necessary for access to the extent such materials and matters relate to and/or the operation of the SchoolsRelevant Assets and Additional Improvements by Lessees as a stand-alone enterprise, all so long as such access and use by any of Lessees’ Parties does not unreasonably interfere in any material respect with Lessor’s operations at the Refinery Site and complies with Lessor’s rules, norms and procedures governing safety and security at the Refinery Site. Representatives 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 Corporation will furnish Shared Access Facilities, and the Site Services Agreement shall cover all services that are to Buyer be provided by Lessor under the terms of the Site Services Agreement. (b) Lessor hereby retains for itself and such other personsits Affiliates, copies agents, employees and contractors (collectively, “Lessor’s Parties”), the right of access to all materials relating of the Premises and the Relevant Assets (i) to determine whether the business affairsconditions and covenants contained in this Lease are being kept and performed, operations(ii) to comply with Environmental Laws, Facilityand (iii) to inspect, maintain, repair, improve and operate the SUMF Assets and liabilities the Shared Access Facilities and any assets of Lessor located on the Corporation relating Premises or to install or construct any structures or equipment necessary for the Schools which may be reasonably requested from time to time maintenance, operation or improvement of any such assets or the installation, construction or maintenance of any Connection Facilities, all so long as such access by Lessor’s Parties does not unreasonably interfere in any material respect with Lessees’ operations on the Premises and will cause representatives complies with Lessees’ rules, norms and employees of procedures governing safety and security at the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesPremises.

Access. Prior (a) For purposes of furthering the Transactions, during the period from the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall (i) afford Parent and its Representatives reasonable access during normal business hours upon reasonable advance notice to the ClosingCompany, the Corporation shall afford to the Buyer (its and its Subsidiaries’ officers, attorneysemployees, accountants and other authorized representatives)properties, upon reasonable noticecontracts, free and full access during usual business hours to its relevant offices, personnelcommitments, books and records and any report, schedule or other datadocument 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 or otherwiseadvisors and representatives, so that Buyer may have full opportunity in each case to make such investigation as it shall desire the extent reasonably requested by Parent in order to discuss the affairs of the Assets Company and its Subsidiaries. During such period, the business Company shall, and shall cause its Subsidiaries to, without limitation to the preceding obligations, make available to Parent a copy of any written communication (and a summary of any material oral communication) received from the FDA or similar Governmental Authority promptly after receipt of such communication. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Schools by Company or any of its Subsidiaries and (ii) coordinated through the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope Chief Executive Officer of the investigation will includeCompany or a designee thereof. (b) Notwithstanding anything to the contrary contained in this Section 5.3, but not neither the Company nor its Subsidiaries nor their respective Representatives shall be limited torequired to provide any access, a verification or make available any document, correspondence or information, if doing so would, in the reasonable judgment of the Corporation's Financial Statements and a review Company’s outside legal counsel, (i) jeopardize the attorney-client privilege of the Corporation's control procedures, regulatory compliance relating Company or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all Company or any of its booksSubsidiaries or the assets, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the or operation of the Schools. Representatives business, of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI Company or any of its Subsidiaries or (B) Material Company Contract to which the Company or any of its Subsidiaries is party or by which any of their officersassets or properties are bound; provided, directorshowever, employeesthat in such instances the Company shall inform Parent of the general nature of the information being withheld and the basis for withholding and, lenderupon Parent’s request, investorsreasonably cooperate with Parent to provide such information, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement whole or in the course of their investigations part, in a manner that would not result in any of the Schoolsoutcomes described in the foregoing clauses (i) and (ii), whether obtained before including using commercially reasonable efforts to seek consent from the applicable third party to any such Material Company Contract under which disclosure is prohibited. (c) No investigation by Parent or after its Representatives shall affect or be deemed to modify or waive the date representations and warranties of the Company set forth in this Agreement Agreement. (the "Evaluation Material"d) shall be used only The Parties hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the subsequent operation consummation of the SchoolsTransactions shall be governed in accordance with the Confidentiality Agreement, dated as of May 8, 2014, between the Company and each of Buyer Parent (the “Confidentiality Agreement”), which shall continue in full force and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativeseffect in accordance with its terms.

Access. Prior The Receiver shall have unlimited and exclusive access to the ClosingMortgaged Property as agent and attorney for the Mortgagor (which right of access shall not be revocable by the Mortgagor) and shall have full power and unlimited authority to do the following, the Corporation shall afford subject to the Buyer instrument appointing the Receiver: (a) collect the Rents and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire take proceedings in the name of the Assets Mortgagor and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere make arrangements or compromises with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating respect to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives collection of the Buyer shall also be entitled to 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 the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested Rents; (b) from time to time without notice or demand and will cause representatives free of charge occupy the Mortgaged Property and employees use any equipment, tools, undertaking or Improvements of the Corporation to assist Buyer Mortgagor; (c) carry on or concur in its investigation carrying on all or part of the matters relative business of the Mortgagor; (d) borrow money on a secured or unsecured basis in priority to this Mortgage for such purposes approved by the Schools. All information obtained Mortgagee; (e) lease any portion of the Mortgaged Property which may become vacant on such terms and conditions as he considers advisable and enter into and execute Leases, accept surrenders and terminate Leases; (f) complete the construction of any Improvements on the Mortgaged Property left by Buyerthe Mortgagor in an unfinished state or award the same to others to complete; (g) purchase, EMI repair, alter and maintain any personal property including, without limitation, appliances and equipment, necessary or desirable to render the Mortgaged Property operable or rentable and take possession of and use or permit others to use all or part of the Mortgagor’s materials, supplies, plans, tools, equipment (including appliances) and property of every kind and description; and (h) manage, operate, repair, alter or extend the Mortgaged Property and Improvements or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativespart thereof.

Access. Prior Subject to applicable Law, during the ClosingInterim Period, the Corporation Sellers (a) shall afford to the give Buyer (and its officers, attorneys, accountants and other authorized representatives), upon Representatives reasonable notice, free and full access during usual normal business hours to its relevant the offices, personnelproperties, officers, employees, accountants, auditors, counsel and other representatives, data (including TMW, TMT, PeopleNet and Omnitracs data), books and records and other data, financial or otherwise, so that Buyer may have full opportunity of Sellers to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance extent relating to the SchoolsBusiness, as Buyer reasonably deems necessary in connection with effectuating the Schools Facilitytransactions contemplated by this Agreement, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer (b) shall also be entitled to 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 the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and its Representatives such other personsfinancial, copies of all materials operating and property data to the extent relating to the business affairs, operations, Facility, Assets Business and liabilities of the Corporation relating to the Schools which may be other information as Buyer and its Representatives reasonably requested from time to time request and will cause representatives and employees of the Corporation to assist (c) shall cooperate reasonably with Buyer in its investigation of the matters relative Business. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any 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 leased by Buyer pursuant to the SchoolsFacility Leases, shall be conducted in the presence of Sellers or their Representatives. All information obtained by Buyer, EMI or inspections shall be conducted so as not to interfere unreasonably with the use of any of their officersthe Owned Real Property or Leased Real Property by Sellers. Notwithstanding the foregoing, directorsBuyer shall not (i) have, employeesby virtue of this Section 6.2, lender, investors, agents and other representatives (any additional access or investigation right to the "Buyer's Representatives") in connection with extent it relates to the transactions contemplated by negotiation of this Agreement or in the course of their investigations Transactions or (ii) conduct or cause to be conducted any sampling, testing, or subsurface or otherwise invasive investigation of the Schoolsair, whether obtained before soil, surface water, groundwater, building materials or after the date other environmental media (commonly known as a Phase II environmental assessment) at any property of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the SchoolsSellers, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativesincluding any Leased Real Property.

Access. Prior (a) Each Company Party shall afford the Parent Parties and the officers, employees, accountants, consultants, legal counsel, financial advisors, financing sources and agents and other representatives (collectively, “Representatives”) of each Parent Party, upon advance written notice, reasonable access during normal business hours, throughout the period prior to the Closingearlier of the Effective Time and the Termination Date, the Corporation shall afford to the Buyer (its and its officersSubsidiaries’ personnel and properties, attorneyscontracts, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnelcommitments, books and records and any report, schedule or other datadocument filed or received by it pursuant to the requirements of applicable Laws and with such additional existing accounting, financial or otherwisefinancing, so that Buyer operating, environmental and other data and information regarding the Company and its Subsidiaries, as Parent may have full opportunity reasonably request. Notwithstanding the foregoing, the Company Parties shall not be required to make afford such investigation as access if it shall desire of would unreasonably disrupt the Assets and the business and operations of the Schools by Company or any of its Subsidiaries, would cause a violation of any agreement to which the CorporationCompany or any of its Subsidiaries is a party, provided that such investigation 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 not unreasonably interfere 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 the Corporation's operations. The scope respect to any property of the investigation will includeCompany or any of the Company’s Subsidiaries without the Company’s prior written consent. Parent shall, but not be limited and does hereby agree to, a verification 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 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 also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all Company’s or any of its booksSubsidiaries’ properties. Parent agrees that it will not, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation its Representatives not to, use any information obtained pursuant to assist Buyer in its investigation of the matters relative this Section 5.3(a) for any purpose unrelated to the Schools. All information obtained by Buyer, EMI or any consummation of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement Agreement. No information or knowledge obtained by Parent in the course of their investigations of the Schools, whether obtained before or after the date of any investigation pursuant to this Agreement (the "Evaluation Material"Section 5.3(a) shall affect or be used only deemed to modify any representation or warranty made by the Company hereunder. (b) The Parties hereby agree that all information provided to them or their respective officers, directors, employees or other Representatives in connection with this Agreement and the subsequent operation consummation of the Schoolstransactions contemplated hereby shall be governed in accordance with the Mutual Confidentiality Agreement, dated as of May 12, 2025, between the Company and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and Parent (the Buyer's Representatives“Confidentiality Agreement”).

Access. Prior (a) From the date hereof to the ClosingClosing Date, the Corporation Sellers shall, and shall afford cause Sellers' Representatives to, provide Buyer and Buyer's Representatives reasonable access to Sellers' Representatives related to the Buyer (Business, and its officersthe properties, attorneys, accountants offices and other authorized representatives), upon reasonable notice, free and full access facilities of the Business during usual normal business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall in a manner not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate disruptive to the operation of the Schools. Representatives Business and to all books and records of the Corporation will Business (including, without limitation, Sellers' reasonable efforts to provide reasonable access to the outside auditors of the Business and their work papers), and shall furnish to Buyer all financial and such operating data and other persons, copies of all materials relating to information regarding the business affairs, operations, Facility, Business and the Acquired Assets and liabilities of the Corporation relating to the Schools which that Buyer may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative reasonably request, to the Schoolsextent such information is in the possession of Sellers. All information provided by Sellers to Buyer or Buyer's Representatives or obtained by Buyer, EMI Buyer or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with Representatives relating to the transactions contemplated by this Agreement or Business in the course of their investigations of Buyer's review, including without limitation, the SchoolsEnvironmental Site Assessments, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of treated as confidential information by Buyer and EMI Buyer shall assure that instruct all Evaluation Material will of its Representatives as to the confidentiality of all such information. Buyer shall be otherwise kept strictly liable for all damage or injury to any person or property resulting from, or arising out of (i) the disclosure of any such confidential information, except as required by each of them and the Court or applicable Law, (ii) any testing conducted by Buyer or Buyer's Representatives, or (iii) from such visits or inspection of the Business, whether occasioned by the acts of Buyer or any of its Representatives, and Buyer shall indemnify and hold harmless Sellers and their Representatives from any and all Liabilities resulting therefrom. This indemnification by Buyer shall survive the Closing or the termination of this Agreement, as applicable. (b) If so requested by Buyer, after the execution of this Agreement, Buyer and Sellers shall jointly conduct a physical count of the Inventory for the purpose of expediting the calculation of Net Inventory (as a component of Net Current Assets) as required by Section 2.3. For purposes of expediting the calculation of Net Inventory as set forth in the preceding sentence: (i) Buyer and its accountants shall have the right to review the work papers of Sellers and shall have full access to the books, records, properties and personnel of Sellers and (ii) Buyer, at its sole cost and expense, may require the Independent Accountant to assist in the calculation of Net Current Assets at any time after the execution of this Agreement. (c) After the execution of this Agreement, the Sellers will use reasonable efforts to contact obligors of Accounts Receivable, including utilizing Sellers' independent accountants, for the purpose of obtaining confirmation of the net balance due and such other information as Buyer may reasonably request.

Access. Prior Upon execution of this Agreement until the Closing Date, subject to the Closinglimitations 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 Corporation shall afford Records in Seller’s possession for the purpose of conducting a confirmatory review of the Assets, but only to the Buyer extent that Seller may do so without (and a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its officersAffiliates or its counselors, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facilityconsultants, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, 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 (d) to the extent that Seller has authority to grant such materials access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s and matters relate to its Affiliates’ normal business hours, and Purchaser’s investigation shall be conducted in a manner that minimizes interference with the operation of the Schools. Representatives business of the Corporation will furnish to Buyer Seller and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schoolsany applicable third Person operator. All information obtained investigations and due diligence conducted by Buyer, EMI Purchaser or any of their officersPurchaser’s representatives shall be conducted at Purchaser’s sole cost, directorsrisk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s representatives shall result from Purchaser’s own independent review and judgment. Seller shall use reasonable efforts (but without the obligation to incur any out-of-pocket costs, employeesexpenses, lenderor the obligation to undertake any liability or other obligations to or by Seller) to obtain permission for Purchaser to gain access to Third Party operated Properties to inspect the condition of the same; provided, investorshowever, agents and other representatives 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 have the "Buyer's Representatives"right (in its sole discretion) to elect in connection with writing to exclude the affected Asset(s) from the transactions contemplated by this Agreement or and, in such event, (1) the course Base Purchase Price shall be reduced by the Allocated Value, if any, of their investigations of the Schoolssuch affected Asset(s), whether obtained before or after the date of this Agreement (the "Evaluation Material"2) such affected Asset(s) shall be used only in connection deemed to be excluded from the definition of “Assets” and from the applicable exhibits attached hereto, (3) Purchaser shall have no obligations or liabilities of any kind with respect to such excluded affected Assets and (4) such affected Assets(s) shall thereafter be deemed to constitute Excluded Assets for all purposes of this Agreement Agreement; provided, for the avoidance of doubt, Purchaser shall not have the right to exclude Assets that are operated by a Third Party. Seller or its designee shall have the right to accompany Purchaser and its representatives whenever they are on site on the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesAssets.

Access. Prior Upon reasonable advance written notice, the Company and each of the Acquired Companies shall afford Parent’s representatives reasonable access, during normal business hours throughout the period prior to the ClosingEffective Time, to the Company’s books and records, properties and facilities (in each case, as related to the Acquired Companies and Company Properties) and, during such period, the Corporation Company shall afford furnish promptly to Parent all readily available information concerning the Buyer (Company’s and its officersthe Acquired Companies’ business as Parent may reasonably request; provided, attorneyshowever, accountants and that the Company shall not be required to permit any inspection or other authorized representatives)access, upon or to disclose any information, that in the reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire judgment of the Assets and Company could reasonably be expected to: (a) result in the business and operations disclosure of any Trade Secrets of third parties; (b) violate any obligation of the Schools by Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Corporation, provided that such investigation shall not unreasonably Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law; or (e) materially interfere with the Corporation's operations. The scope conduct of the investigation will includeCompany’s or the Acquired Companies’ business. No physically invasive or destructive testing or soil investigations, but 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 limited tounreasonably withheld, a verification conditioned or delayed. While on the Company Properties, Parent will comply, and will cause any of the Corporation's Financial Statements its representatives to comply, in all material respects with all applicable governmental laws and a review of the Corporation's control procedures, regulatory compliance relating regulations. Parent shall repair any damage to the Schools, the Schools Facility, and material contracts and litigation relating Company Properties or any adjacent property caused by such actions to the Schools. Duly authorized representatives of substantially same condition as existed prior to Parent’s action and does hereby agree to indemnify, defend, save and hold Company and, as the Buyer shall also be entitled to discuss with officers of the Corporationcase may be, its counselsubsidiaries, members, managers, partners, trustees, shareholders, directors, officers, employees and independent public accountantsagents of the Company and its members (collectively, “Company Parties”) harmless of and from any and all claims, damages, losses, costs, expenses and liabilities (collectively, “Claims”) which Company or Company Parties may suffer, or to which they may be subject, by reason of, or in any manner directly as a result of, the inspections of Parent and its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects representatives at the Company Properties except (i) to the extent such materials and matters relate 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 operation 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 Schoolsforegoing 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. Representatives 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 Corporation will Company Properties. In the event Parent discovers a preexisting condition at the Property, Parent hereby covenants that it shall not disclose such condition to any person (other than to its representatives) or governmental authority, except as otherwise required by applicable law or legal process; provided, however, Parent shall first notify the Company of such legal requirement and shall give the Company the opportunity to defend against or attempt to limit such disclosure through appropriate proceedings (and Parent shall cooperate in good faith with the Company, at the Company’s sole cost and expense, in connection therewith) or make the disclosure itself. Prior to Parent’s or its representative’s entry on the Company Properties, Parent shall furnish (or caused to Buyer and such other persons, copies of all materials relating be furnished) to the business affairs, operations, Facility, Assets Company a certificate naming the Company and liabilities each of the Corporation relating applicable Company Subsidiaries as additional insureds on Parent’s commercial general liability insurance policy, which such commercial general liability (occurrence) insurance is in an amount of not less than One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) in the aggregate, and with excess umbrella coverage of Five Million Dollars ($5,000,000). Parent shall also maintain, with respect to its employees, if any, workers compensation insurance in an amount required by law, together with employer’s liability, with a waiver of subrogation. Parent agrees to maintain such coverages until the Closing Date. No investigation pursuant to this Section 6.4 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the Schools which may be reasonably requested from time to time and will cause representatives and employees obligations of the Corporation parties hereto. All requests for access pursuant to assist Buyer in its investigation this Section 6.4 must be directed to the General Counsel of the matters relative Company or another person designated in writing by the Company. Notwithstanding anything herein to the Schoolscontrary, the Parent Parties shall not, and shall cause their respective representatives not to, contact any tenant, customer or supplier of the Company in connection with the Mergers or any of the other Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and the Parent Parties acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents Parent and other its representatives (the "Buyer's Representatives") in connection with the transactions contemplated by pursuant to this Agreement or in the course of their investigations Section 6.4 shall be treated as “Evaluation Material” of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation Company for purposes of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesConfidentiality Agreement.

Access. Prior to the Closing, the Corporation Seller shall afford to the Buyer Buyer, its Representatives (and its officersincluding, attorneys, accountants and other authorized representativesbut not limited to any potential financing source), upon inspectors, appraisers and engineers reasonable notice, free and full access (during usual normal business hours and in such a manner as not to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope normal operation of the investigation will includeSeller 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), but not be limited to, a verification and all other information the Buyer may reasonably request (including reasonable access to the employees of the Corporation's Financial Statements Seller or any Affiliate thereof), including access to inspect such properties and a assets and review the Books and Records and other financial, operational, environmental, health, safety and other records of the Corporation's control proceduresSeller and its Selling Subsidiaries, regulatory compliance relating to including for purposes of conducting environmental assessments, in each case, as the SchoolsBuyer and its Representatives may reasonably request. Notwithstanding the foregoing, except as otherwise set forth herein, the Schools FacilityBuyer hereby agrees that with respect to any such investigation, inspection, interview or solicitation of information, the Buyer shall comply with the terms, conditions and material contracts and litigation relating to the Schools. Duly authorized representatives obligations of the Buyer set forth in Sections 1 through 7 of that certain Access and Due Diligence Agreement dated as of October 3, 2014, among the Seller and certain Affiliates thereof and the Buyer (the “Access and Due Diligence Agreement”) to the same extent as if such sections were set forth in their respective entireties in this Agreement, and notwithstanding that such Access and Due Diligence Agreement will automatically terminate upon the execution of this Agreement. The Buyer’s indemnity and insurance obligations under this Section 6.2 shall also 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 performed without the prior written consent of the 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 consent, the Seller shall arrange Buyer’s requested meeting with tenants at mutually agreeable times and the Seller’ Representatives shall be entitled to 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 the extent attend any such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativesmeetings.

Access. Prior (a) Subject to the Closingprovisions of Section 3(c), Purchaser or its agents, employees, consultants, inspectors, appraisers, engineers and contractors (collectively, “Purchaser’s Representatives”) shall have the Corporation shall afford right, prior to the Buyer (and its officersClosing Date, attorneys, accountants and other authorized representatives)from time to time, upon reasonable noticeat least two (2) business days’ prior written notice to Seller, free to enter upon and full access pass through the Unit during usual normal business hours to its relevant offices, personnel, books examine and records and other data, financial inspect the same. If Purchaser or otherwise, so that Buyer may have full opportunity Purchaser’s Representatives desire to make such investigation as it shall desire conduct borings of the Assets and Unit or drilling in or on the business and operations Unit, or any other invasive testing, in connection with the preparation of an environmental audit or in connection with any other inspection of the Schools by Unit, Purchaser shall give notice thereof to Seller, which notice shall describe the Corporationscope and purpose of such inspection or testing, provided that such investigation and Purchaser shall obtain the prior written consent of Seller thereto, which shall not be unreasonably interfere with withheld, conditioned or delayed. Notwithstanding any such inspection, or anything to the Corporation's operations. The scope of the investigation will includecontrary herein contained, but Purchaser’s obligations hereunder shall not be limited toor otherwise affected as a result of any fact, a verification circumstance or other matter of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance any kind relating to the Schoolsphysical condition of the Unit discovered following the date hereof in connection with any such inspection, access or otherwise; it being agreed that Seller is permitting Purchaser such right of inspection and access as a courtesy to Purchaser in its preparation for taking title to the Schools FacilityProperty. Without limiting the generality of the foregoing, (i) Purchaser agrees that it shall not have any so-called “due diligence period” and material contracts and litigation that it shall have no right to terminate this Agreement or obtain a reduction of the Purchase Price as a result of any such fact, circumstance or other matter so discovered relating to the Schools. Duly authorized representatives physical condition of the Buyer Unit, and (ii) Purchaser shall also be entitled have no right to discuss with officers terminate this Agreement or obtain a return 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 the extent such materials and matters relate to the operation Deposit except as expressly provided in this Agreement. (b) [Intentionally Omitted]. (c) In conducting any inspection of the Schools. Unit or otherwise accessing the Unit, Purchaser and Purchaser’s Representatives of the Corporation will furnish to Buyer shall at all times comply with all laws and such other persons, copies regulations of all materials relating to 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 business affairsUnit, operationsunless in each case Purchaser obtains the prior written consent of Sang Man ▇▇▇ (“Seller’s Representative”), Facility, Assets and liabilities of or (ii) damage the Corporation relating to the Schools which Property. Seller may be reasonably requested from time to time establish reasonable rules of conduct for Purchaser and will cause representatives and employees Purchaser’s Representatives in furtherance of the Corporation to assist Buyer in its investigation foregoing. In connection with such access, Purchaser and Purchaser’s Representatives shall assume all risk associated with the current condition of the matters relative 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 Schools. All information obtained by BuyerProperty, EMI the common elements or Seller’s equipment or facilities which Purchaser or any of their 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 acceptable 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, lenderagents, investorsaffiliates, agents parent companies, related companies, representatives, consultants, accountants, contractors and attorneys or other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement advisors, and any successors or in the course of their investigations assigns of the Schoolsforegoing (collectively with Seller, whether obtained before “Seller Parties”) harmless from and against any and all losses, costs, damages, liens, claims, liabilities or after expenses (including, but not limited to, reasonable attorneys’ fees, court costs and disbursements) as and when incurred by any of the date Seller Parties arising from or by reason of Purchaser’s and/or Purchaser’s Representatives’ (i) access to, or inspection of, the Unit, (ii) 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 than five (5) business days prior to Closing, Seller shall either (i) confirm that Purchaser did not cause any damage to the "Evaluation Material"Building during Purchaser’s access and investigations and that nothing has arisen which would trigger a right of indemnification of Seller by Purchaser or (ii) shall be used only provide Purchaser with a written notice explaining in connection with this Agreement reasonable detail any damage to the Building caused by Purchaser during Purchaser’s access and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativesinvestigations.

Access. Prior During the Pre-Closing Period, Sellers shall cause the Company Entities to the Closing, the Corporation shall afford to the give Buyer (and its officersRepresentatives, attorneyswho are bound by the Confidentiality Agreement, accountants and other authorized representatives), upon reasonable notice, free and full access during usual normal business hours to its relevant offices, all personnel, books and records books, records, offices and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire facilities and properties of the Assets and the business and operations of the Schools Company Entities as Buyer or its Representatives, who are bound by the CorporationConfidentiality Agreement, provided may from time to time reasonably request; provided, however, that (a) any such investigation access shall be conducted in a manner not to unreasonably interfere with the Corporation's operations. The scope businesses or operations of the investigation will includeCompany Entities, but (b) Buyer shall not take any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building materials and (c) Sellers shall not be limited required to provide or cause to be provided access to or disclose or cause to be disclosed information where such access or disclosure would jeopardize the attorney-client privilege, contravene any Applicable Law or contravene any confidentiality undertaking or, in light of COVID-19 or COVID-19 Measures, jeopardize the health and safety of any Company Employee. Buyer shall not and shall not permit any of its Affiliates to, a verification without the prior written consent of Sellers (which shall not be unreasonably withheld, conditioned or delayed), contact any employee, independent contractor, customer, supplier, distributor or other material business relation of the Corporation's Financial Statements and a review Company Entities, regarding the businesses of the Corporation's control proceduresCompany Entities or the transactions contemplated hereby. Notwithstanding the foregoing, regulatory compliance any access to the Company Entities relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") Equity Financing shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential governed exclusively by each of them and the Buyer's RepresentativesSection 7.13.

Access. Prior to the Closing, the Corporation shall afford to the Buyer (and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives"a) in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after Between the date of this Agreement and the Closing, Sellers shall (i) afford Purchaser and its authorized representatives reasonable access to all Books and Records, offices and other facilities Related to the "Evaluation Material"Business, as well as management and other employees Related to the Business, of Sellers, (ii) permit Purchaser to make reasonable inspections and to make copies of such Books and Records as it may require and (iii) furnish Purchaser with such financial and operating data Related to the Business and other information which is Related to the Business as Purchaser may from time to time reasonably request; provided, however, that such access shall not unreasonably disrupt the business of Sellers. (b) Purchaser and its authorized representatives (including its designated advisors or consultants) may during normal business hours and upon reasonable advance notice, enter into and upon all or any portion of Sellers’ properties Related to the Business (including all Real Property) in order to investigate and assess, as Purchaser deems necessary or appropriate in its reasonable discretion, the environmental and other condition of such properties or the business conducted thereat. Sellers shall, and shall cause its employees, counsel and financial advisors to, cooperate with Purchaser and its authorized representatives in conducting such investigation, shall allow Purchaser and its authorized representatives full access during normal business hours, upon reasonable advance notice, to their properties Related to the Business, together with full permission to conduct such investigation. (c) Purchaser shall preserve for a period of six years after the Closing Date all Books and Records relating to the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, Purchaser shall provide Sellers with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of Purchaser and (ii) the books of account and records of Purchaser, but, in each case, only to the extent relating to the conduct Business prior to the Closing Date, and Sellers and their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of Purchaser; and provided, further, that such information shall be used only held by Purchaser in connection with this confidence to the extent required by, and in accordance with, the Confidentiality Agreement and Law. Such records may nevertheless be destroyed by Purchaser if (x) Purchaser sends to Sellers a written request to destroy records, specifying with particularity the subsequent operation contents of the Schoolsrecords to be destroyed, and each of Buyer and EMI (y) Sellers, in their sole discretion, provide their written consent to such request. Such records may then be destroyed after the 30th day after such written consent is provided by Sellers; provided, however, that if such written consent is not provided by Sellers, then Purchaser shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativesdeliver such records to Sellers.

Access. Prior to the Closing, the Corporation shall afford to the Buyer (and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, 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 a) To the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other personspermitted by applicable Law, 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 requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after between the date of this Agreement and the Effective Date, Seller will, during ordinary business hours and upon reasonable notice: (i) give Buyer and Buyer’s Representatives reasonable access to the "Evaluation Material"Purchased Assets; and (ii) permit Buyer and Buyer’s Representatives to make such reasonable inspections thereof as Buyer may reasonably request; provided, however, that (i) any such inspection will be conducted in such a manner as not to materially interfere with the operation of the Business or any other Person; (ii) Seller shall not be used only required to take any action which would constitute or result in a waiver of the attorney-client privilege or violate any of its contracts or agreements; and (iii) Seller shall not be required to supply Buyer with any information which Seller is under a legal obligation not to supply. Buyer shall indemnify and hold harmless Seller from and against any Losses incurred by Seller, its Affiliates or their Representatives by any action of Buyer or Buyer’s representatives while present on any of the Purchased Assets or other premises to which Buyer is granted access hereunder (including restoring any such premises to the condition substantially equivalent to the condition such premises were in prior to any such investigation). Notwithstanding anything in this Section 7.2 to the contrary, (i) Buyer will not have access to personnel records if such access could, in Seller’s good faith judgment, subject Seller to risk of liability or otherwise violate applicable Law, including the Health Insurance Portability and Accountability Act of 1996 and (ii) any inspection relating to environmental matters by or on behalf of Buyer will be strictly limited to visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections, and Buyer shall not have any right to perform or conduct any other investigation or inspection, including sampling or testing at, in, on, around or underneath any of the Purchased Assets. (b) For a period of seven (7) years after the Effective Date, each Party and its representatives will have reasonable access to all of the books and records relating to the Business or the Purchased Assets in the possession of the other Party, and to the employees of the other Party, to the extent that such access may reasonably be required by such Party in connection with this Agreement and the subsequent Assumed Obligations or the Excluded Liabilities, or other matters relating to or affected by the operation of the SchoolsBusiness 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 each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential conducted in such 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 solely responsible for any costs or expenses incurred by each either Party in connection therewith. Each Party shall retain such books and records for a period of them and seven (7) years from the Buyer's RepresentativesEffective Date.

Access. Prior to (a) Between the date of this Agreement and the Closing, the Corporation Sellers shall (i) afford to the Buyer (Purchaser and its officersauthorized representatives, attorneysat reasonably agreeable times, accountants reasonable access to all offices and other authorized representatives), upon reasonable notice, free facilities of the Targeted Businesses and full access during usual business hours to its relevant offices, personnel, all books and records and other datarelating to the Targeted Businesses, financial or otherwise(ii) permit Purchaser, so that Buyer may have full opportunity at reasonably agreeable times, to make such investigation inspections and to make copies of such books and records as it may reasonably require and (iii) furnish Purchaser with such financial and operating data and other information concerning the Targeted Businesses as Purchaser may from time to time reasonably request. Purchaser and its authorized representatives shall desire of the Assets and conduct all such inspections in a manner that will limit disruptions to the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope Targeted Businesses. (b) Purchaser and its authorized representatives (including its designated engineers or consultants) may at reasonably agreeable times enter into and upon all or any portion of the Targeted Businesses' or any Target Subsidiary's properties (including all the Leased Real Property) in order to investigate and assess, as Purchaser deems necessary or appropriate in its sole and absolute discretion, the environmental condition of such properties or the business conducted thereat. Such investigation will may include, but need not be limited to, a verification the performance of the Corporation's Financial Statements soil and a review of the Corporation's control proceduressurface or ground water sampling, regulatory compliance monitoring, borings or testing and any other tests, investigations, audits, assessments, studies, inspections or other procedures relating to the Schools, the Schools Facilityenvironmental conditions or Materials of Environmental Concern. The Sellers shall, and material contracts shall cause the Targeted Businesses and litigation relating the Target Subsidiaries to, cooperate with Purchaser and its authorized representatives in conducting such investigation, shall allow Purchaser and its authorized representatives full access at such agreed upon times to their properties and businesses, together with full permission to conduct such investigation, and shall provide to Purchaser and its authorized representatives all plans, soil or surface or ground water tests or reports, any environmental investigation results, reports or assessments previously or contemporaneously conducted or prepared by or on behalf of, or in the possession of or reasonably available to the Schools. Duly authorized representatives of the Buyer shall also be entitled to 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 the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI Sellers or any Target Subsidiary or any of their officersengineers, directors, employees, lender, investors, consultants or agents and all other representatives (the "Buyer's Representatives") relevant information relating to environmental matters in connection with the transactions contemplated by this Agreement or in the course of their investigations respect of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesTargeted Businesses.

Access. Prior Commencing upon the execution of this Agreement by Buyer and Seller, Seller shall allow (or cause to be allowed) Buyer or Buyer’s agents, employees, contractors, lenders or representatives access to the ClosingProperty for purposes of any non-intrusive physical or environmental test, study or inspection of the Corporation shall afford Property and, to the extent copies are not provided to Buyer (by Seller pursuant to Section 6.1, review and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, copying of Seller’s books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, Membership Interests and the Schools Facility, Property and material contracts and litigation relating to the Schools. Duly authorized representatives any of the documents described in Section 6.1 above. Buyer shall also be entitled permitted to discuss with officers review such other matters necessary in the discretion of Buyer to evaluate and analyze the feasibility of the CorporationMembership Interests and the Property for Buyer’s intended use thereof (provided, its counselhowever that Buyer's right to review such other matters shall not be deemed to increase Seller's obligation to provide documents as required under Section 6.1, employees and independent public accountantsSection 21.1 or Section 21.1, all of its booksor access as required under this Section 6.2). Buyer shall not conduct or authorize any physically intrusive testing of, records and other corporate documentson, contracts, pricing and service policies, commitments and future prospects or under the Property without first obtaining Seller’s consent as to the extent timing and scope of work to be performed, which consent shall not be unreasonably withheld, conditioned or delayed. Prior to any entry onto the Property for purposes of inspection or testing (as opposed to solely for review of materials provided under Section 6.1 above), Buyer shall provide Seller with evidence that Buyer maintains liability insurance with coverage in an amount not less than $2,000,000 and that each of Seller and Property Owner has been named as an additional insured under such materials insurance. Seller hereby acknowledges and matters relate to agrees that Buyer or Buyer’s representatives may communicate with any governmental authority or quasi-governmental authority for the operation purpose of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All gathering information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions Membership Interests, the Property or the Seller, or the transaction contemplated by this Agreement Agreement. Buyer agrees that, until Closing occurs, all of Seller’s Deliveries will be kept confidential by Buyer and its affiliates except for Permitted Disclosures (as hereinafter defined); provided that Buyer and its affiliates may disclose information from Seller’s Deliveries to their respective employees, agents, representatives, accountants, attorneys, consultants or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only contractors in connection with its evaluation of the Property and Membership Interest and to any bank or lending institution (or underwriter or servicer therefor) that Buyer requests to provide financing for the Property or the Membership Interests, so long as Buyer informs the person to whom the disclosure is made of the confidential nature of such information and of Buyer's obligations in that respect under this Agreement and directs the person to whom the disclosure is made to treat such information confidentially and not to disclose such information to any person other than as authorized by this Section 6.2. Seller hereby expressly recognizes the need to disclose, and agrees to the disclosure of, certain aspects of this transaction to Buyer's (or Buyer's affiliate's) employees, agents, representatives, accountants, attorneys, consultants or contractors in connection with its evaluation of the Property and Membership Interest and to any bank or other lending institution (or underwriter or servicer therefor) that Buyer requests to provide financing for the Property or the Membership Interests. Buyer is not responsible for the actions of third parties as to the disclosure of confidential information, except with respect to its obligation in this paragraph to inform such persons of the confidentiality of such information. Except as provided in the preceding sentences of this paragraph, the existence and contents of this Agreement and the subsequent operation negotiations of parties with respect to the possible sale and purchase of the SchoolsMembership Interests shall be kept confidential and shall not be disclosed to any third parties without the consent of both parties hereto, except for any disclosure (i) that may be required by law to be made to any applicable governmental or quasi-governmental authorities or any other person or entity, or (ii) of information otherwise in the public domain (the "Permitted Disclosures"). From and each after Closing, either party may issue a press release describing the transaction, provided that neither of Seller or Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential may include the identity of the other party in such press release unless such press release is approved in writing in advance by each of them and the Buyer's Representativesother party.

Access. Prior (a) Subject to the Confidentiality Agreement, from the Execution Date until the earlier of (i) termination of this Agreement and (ii) the Closing, the Corporation shall afford to the Buyer Seller will, (and its officers, attorneys, accountants and other authorized representatives), w) upon reasonable notice, free give Purchaser and full its employees, accountants, financial advisors, counsel and other representatives reasonable access during usual normal business hours to its relevant the offices, personnelproperties, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance Seller relating to the SchoolsAcquired Assets, the Schools FacilityAssumed Liabilities, and material contracts the Wafer Business; (x) furnish to Purchaser such financial and litigation operating data and other information relating to the Schools. Duly authorized representatives Acquired Assets, the Assumed Liabilities, and the Wafer Business as may be reasonably requested; and (y) instruct the executive officers and senior business managers, Employees, counsel, auditors and financial advisors of Seller to cooperate with Purchaser’s employees, accountants, counsel and other representatives; provided, that (A) all activities covered by this Section 8.2(a) shall be at the sole cost and expense of Purchaser and (B) that any such activities pursuant to this provision shall be conducted in such manner as not to interfere unreasonably with the conduct of the Buyer business of Seller. Notwithstanding anything herein to the contrary, no such investigation or examination shall also be entitled permitted to discuss the extent that it would require Seller to disclose information, (i) subject to attorney-client privilege or that conflicts with officers 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 CorporationBankruptcy Case. (b) Purchaser shall cooperate with Seller and make available to Seller such documents, its counsel, employees and independent public accountants, all of its books, records or information Transferred to Purchaser and other corporate documentsrelating to activities of the Acquired Assets, contractsthe Assumed Liabilities, pricing and service policies, commitments and future prospects the Wafer Business prior to the extent such materials and matters relate Closing as Seller may reasonably require after the Closing in connection with any Tax determination or contractual obligations to Third Parties or to defend or prepare for the operation defense of any claim against Seller or to prosecute or prepare for the Schools. Representatives prosecution of the Corporation will furnish to Buyer and such other persons, copies of all materials claims against Third Parties by Seller relating to the business affairs, operations, Facility, Assets and liabilities conduct of the Corporation relating Wafer Business by Seller prior to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer Closing or in its connection with any governmental investigation of the matters relative to the Schools. All information obtained by Buyer, EMI Seller or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") its Affiliates; provided that any such activities pursuant to this provision shall be conducted in connection such manner as not to interfere unreasonably with the transactions contemplated by this Agreement or in the course of their investigations conduct of the Schools, whether obtained before business of Purchaser. (c) No party shall destroy any files or after records which are subject to this Section 8.2 without giving reasonable notice to the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schoolsother parties, and each within 15 days of Buyer and EMI shall assure that all Evaluation Material will receipt of such notice, any such other party may cause to be otherwise kept strictly confidential by each of them and delivered to it the Buyer's Representativesrecords intended to be destroyed, at such other party’s expense.

Access. Prior From the date hereof through the Closing Date, the Companies and the AEC Subsidiary shall provide Buyer and its authorized agents, officers and representatives reasonable access to (a) their books, files and records (including such records as related to the Closingfinancial affairs, Business Operations and Business Employees of the Corporation shall afford Companies and the AEC Subsidiary), (b) to their Real Property and its associated facilities, equipment and other properties, (c) any data, information or copies of documents with respect to any Governmental Authorization, Release, Remediation, Environmental Liability or Environmental Claim with respect to the Companies and AEC Subsidiary that was made available to the insurer and underwriter for the Environmental Insurance Policy (excluding any information with respect to the pricing of such Environmental Insurance Policy) and which is different from or additional to the information and documentation provided by Seller to Buyer pursuant to other provisions of this Agreement and (d) the other data and information and copies of documents with respect to the Business Operations as Buyer and its officersagents shall from time to time reasonably request for examination, attorneysinvestigation and assessment as determined by Buyer in its sole discretion; provided, accountants however, that such examinations and other authorized representatives), upon reasonable notice, free investigations and full access assessments shall be conducted during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets Companies’ and the AEC Subsidiary’s normal business hours, with reasonable advance notice to and operations of the Schools by the Corporationcoordination with ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope operations and activities of the investigation will includeCompanies or the AEC Subsidiary, but and in no event shall involve the performance of subsurface or other intrusive testing; provided, further, that neither Buyer nor any of its Affiliates, nor any of their respective employees, counsel, accountants, consultants, financing sources and their respective representatives, shall contact any competitor, supplier, distributor or customer of the Companies or the AEC Subsidiary for the purpose of discussing the Companies, the AEC Subsidiary or any aspect of their respective Business Operations or Seller, this Agreement or the transactions contemplated hereby without the prior written consent of Seller. Notwithstanding the foregoing or anything contained herein to the contrary, Buyer and its authorized agents, officers and representatives shall not be limited topermitted or entitled to examine any materials without the Companies’ prior written consent, a verification when in the good faith judgment of the Corporation's Financial Statements and a review of Companies, (x) such materials may be protected by the Corporation's control proceduresattorney-client privilege, regulatory compliance relating (y) such examination could contravene any Law, fiduciary duty or binding agreement entered into prior to the Schoolsdate hereof, or (z) such event could jeopardize the Schools FacilityCompanies’ or the AEC Subsidiary’s relationships with their respective customers, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records suppliers and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schoolsapplicable third parties. All information obtained investigations and due diligence conducted by Buyer, EMI Buyer or any of their officers, directors, employees, lender, investors, agents and other its representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement conducted at Buyer’s sole cost, risk and expense and Buyer shall indemnify and hold Seller Indemnified Parties, the Companies and the subsequent operation of the Schools, AEC Subsidiary harmless from and each of Buyer against any and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them costs and the expenses (including reasonable attorneys’ fees) resulting from Buyer's Representatives’s due diligence and investigations.

Access. Prior Buyer and the Buyer Parties will have the right to enter the Real Property, at 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 ClosingProperty, the Corporation shall afford subject to the Buyer (terms and its officersconditions of this Section 4.4; provided, attorneyshowever, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire Buyer’s purchase of the Assets and Property shall not be conditioned on the business and operations results of the Schools by the Corporation, provided that any such investigation confirmation or additional studies. Buyer shall not unreasonably interfere with the Corporation's operations. The scope use of the investigation will includeProperty by any existing tenant, but licensee or other occupant of the Real Property under any Existing Lease (“Existing Occupants,” which definition shall not include LUT) or any tenant, licensee, or other occupant of the Property under any Lease entered into after the Effective Date as authorized herein (“New Occupant” and together with the Existing Occupants, “Occupants”). Buyer shall not unreasonably interfere with Seller’s or its affiliates’ use of the Property. Buyer shall not conduct any invasive or intrusive testing, studies, or investigations, such as a phase two environmental assessment, without Seller’s prior written consent. Buyer shall provide Seller with reasonable prior written notice (or notice by electronic mail) of its desire to enter the Real Property for such purpose, which notice shall include a description of the activities to be limited toperformed and the areas of the Real Property to be accessed during such entry, and Buyer shall coordinate all such entry in advance with ▇▇▇▇▇▇ ▇▇▇▇▇, a verification representative of the Corporation's Financial Statements and a review of the Corporation's control proceduresCP Management I, regulatory compliance relating to the SchoolsLLC, the Schools FacilitySeller’s Property Manager (“Property Manager”), and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and or any other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which representative that Seller may be reasonably requested 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 will cause representatives Seller shall use commercially reasonable efforts to have such representative available on the next business day following Buyer’s request during normal business hours. Buyer acknowledges that its access to certain Occupant spaces within the Real Property may be prohibited or limited by that Occupant’s Lease, or may require Buyer to execute a non-disclosure or confidentiality agreement. Buyer agrees that it shall not have access to such spaces unless it complies with such limitations and employees 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 Corporation Buyer Parties in connection with such activities, (c) restore promptly any physical damage caused by such activities, and (d) defend, indemnify and save Seller and the Seller Parties harmless from any and all liabilities, costs, damages, expenses (including, but not limited to, attorneys’ fees and other professional fees and disbursements), claims, suits, actions, and losses of every name, kind and description by any person or entity as a result of or on account of any actual or alleged injuries or damages to assist Buyer in its investigation of persons or property received or sustained, or any liens filed against the matters relative to the Schools. All information obtained Property (collectively, “Claims”) incurred by Buyer, EMI or made or brought against Seller or any of their officersthe Seller Parties which Claims in any way arise out of, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement with, or in the course of their investigations as a result of the Schoolsacts 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, whether obtained before except to the extent that Buyer or after any Buyer Party exacerbates any such preexisting condition. Without limiting the date generality of the foregoing, Buyer assumes all liability for actions brought by any of the Buyer Parties. The obligations set forth in this Section 4.4 shall survive the expiration or any termination whatsoever of this Agreement (the "Evaluation Material") and shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativessurvive Closing.

Access. Prior (a) Immediately upon execution of this Agreement, the ▇▇▇▇▇ Entities shall use their best efforts to cause the Company to provide Comcast and its representatives complete access to the Closingbooks, the Corporation shall afford to the Buyer (and its officersrecords, attorneysagreements, employees, accountants and other authorized representatives), upon reasonable notice, free the offices of the Company and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make Subsidiaries for the purposes of making such investigation as it shall desire of the Assets and the business and operations of the Schools by the CorporationCompany and its Subsidiaries as Comcast shall deem necessary; provided, provided however, that such investigation shall not unreasonably interfere with the Corporation's operations. The scope operations of the investigation will includeCompany. Between the date hereof and the termination of this Agreement, 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 ▇▇▇▇▇ agrees to the Schools, the Schools Facility, and material contracts and litigation relating provide to the Schools. Duly authorized representatives of the Buyer shall also be entitled to 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 the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, Comcast copies of all materials relating information delivered to BTH or any Investor Nominee in accordance with the Shareholders Agreement. In addition, the parties agree that the BTH Entities shall be permitted to provide to Comcast all information regarding the Company received by them or any Investor Nominee after the date hereof; provided that any such information provided to Comcast shall be subject to paragraph (b) below. (b) From the date hereof to the business affairs, operations, Facility, Assets and liabilities earlier of the Corporation relating to Closing Date or the Schools date which may be reasonably requested from time to time is one year after the termination of this Agreement, Comcast and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lenderrepresentatives and Affiliates will use reasonable care to avoid disclosure to third parties of proprietary information (whether received by Comcast from the Company, investorsthe ▇▇▇▇▇ Entities or the BTH Entities) relating to the Company, agents except as specifically (and only to the extent) required to be disclosed by applicable law or administrative or legal process. For purposes of Comcast's obligations under this Section 12, reasonable care means the same degree of care that Comcast exercises with respect to similar types of its own proprietary information. It is understood and agreed that: (i) Comcast will (to the extent reasonably possible) notify the ▇▇▇▇▇ Entities in writing prior to any proposed disclosure of such nonpublic information in response to the requirements of applicable law or administrative or legal process in order to enable the ▇▇▇▇▇ Entities to seek an appropriate protective order; (ii) Comcast may disclose any information which (x) is or becomes publicly available other representatives than as a result of a disclosure of Comcast in breach of this Agreement, (y) was known to the "Buyer's Representatives"party receiving such information prior to the receipt thereof other than as a result of a disclosure by Comcast in breach of this Agreement, or (z) in connection with was previously independently developed by the party receiving such information without the assistance of Comcast. In the event that the transactions contemplated hereby do not take place, all original documents shall be returned by Comcast if requested by the providing party within thirty (30) days of the termination of this Agreement or Agreement; otherwise, Comcast shall dispose of any such original documents in the normal course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the BuyerComcast's Representativesbusiness.

Access. Prior Parent will, and will cause its Affiliates to, permit Purchaser and its Representatives to have reasonable access, prior to the Closing Date, to the personnel, properties, books and records, Contracts and Permits to the extent relating to the Business during normal working hours and upon reasonable advance notice; provided, however, that Purchaser will not disrupt the normal operations of the Business or other operations or activities of the Sellers or their Affiliates; provided, further, that (a) nothing herein will require any employee of a Seller or any of its Affiliates to provide any information regarding the Business in any other format or otherwise to manipulate or reconfigure any data regarding the Business; (b) nothing herein will require the Sellers or their Affiliates to provide Purchaser with access to or copies of (i) any information that must be maintained as confidential by applicable Law or in accordance with the terms of a written agreement with a third party or (ii) sensitive customer or employee information, manufacturing processes, pricing lists or other information that relates to the Business and the provision of which, in Parent’s reasonable business judgment, could reasonably be expected to violate applicable Law (provided, in each case of clauses (i) and (ii), that Parent and its Affiliates will use commercially reasonable efforts to provide such information in a manner that does not violate such Law or is in accordance with such agreement); (c) nothing herein will require any of the Sellers or their Affiliates to provide Purchaser with access to or copies of any information that relates to any businesses or operations of the Sellers or their Affiliates other than the Business; and (d) nothing contained herein will permit Purchaser to conduct any soil, sediment, groundwater or other intrusive sampling. Parent will, and will cause its Affiliates to, permit Purchaser and its Representatives to have reasonable access, after the Closing Date, to all books and records to the extent relating to the Business, but not included in the Acquired Assets as described in Section 1.2(h), during normal working hours and upon reasonable advance notice, excluding Tax Returns and related notes, worksheets, files and documents related thereto (except as otherwise set forth in Section 10.6); provided, that (x) nothing herein will require any employee of a Parent or any of its Affiliates to provide any information in any other format or otherwise to manipulate or reconfigure any data; (y) nothing herein will require Parent or its Affiliates to provide Purchaser or its Representatives with access to or copies of (1) any information that must be maintained as confidential by applicable Law or in accordance with the terms of a written agreement with a third party or (2) sensitive customer or employee information, manufacturing processes, pricing lists or other information the provision of which, in Parent’s reasonable business judgment, could reasonably be expected to violate applicable Law (provided, in each case of clauses (1) and (2), that Parent and its Affiliates will use commercially reasonable efforts to provide such information in a manner that does not violate such Law or is in accordance with such agreement); and (z) nothing herein will require Parent or any of its Affiliates to provide Purchaser with access to or copies of any information that relates to any businesses or operations of Parent or its Affiliates other than the Business. All requests for access will be made to such Representatives of Parent as Parent will designate, who will be solely responsible for coordinating all such requests and access thereunder. Notwithstanding the foregoing, prior to the Closing, Purchaser and Purchaser’s Representatives shall not contact or in any other manner communicate with the Corporation shall afford to the Buyer (customers and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire suppliers of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") Business in connection with the transactions contemplated by this Agreement hereby, except following prior consultation with and written approval from Parent or its Representatives. Notwithstanding the foregoing or any other provision in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall including Section 10.6), none of Purchaser, any Affiliate of Purchaser or any Representative of Purchaser will be used only in connection with this Agreement and the subsequent operation entitled to review or have access to any Tax Return of a Seller or any Affiliate of a Seller (including Tax Returns of the SchoolsPurchased Companies with regard to Pre-Closing Tax Periods) or any work papers related thereto, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and other than those portions or excerpts thereof (or a pro forma Tax Return) relating solely to the Buyer's RepresentativesPurchased Companies.

Access. Prior to (a) Between the Closingdate of this Option Agreement and the Closing Date, the Corporation shall Sellers will, and will cause each Casablanca Subsidiary to, afford to the authorized representatives and agents of the Buyer (and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full reasonable access during usual business hours to its relevant officesand the right to inspect the assets, personnelproperties, books and records thereof and their respective Affiliates to the extent related to any Casablanca Subsidiary or any Casablanca Property, and will furnish, or cause to be furnished to, the Buyer such additional financial and operating data and other data, financial or otherwise, so that information regarding the same as the Buyer may have full opportunity from time to time reasonably request and is available to Sellers or any Casablanca Subsidiary. Sellers will, and will cause each Casablanca Subsidiary to, make reasonably available for conference any of their respective officers and employees and will attempt to make such investigation available their respective agents vendors or suppliers who are involved in the business conducted at any Casablanca Property as it 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, which approval shall desire not be unreasonably withheld. Any access pursuant to this Section 6.2(a) shall be subject to the terms of the Assets 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 business Buyer will indemnify, defend and operations of save the Schools Sellers harmless from any Damages incurred by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, 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 Sellers to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained Damages are caused by Buyer’s or its employees’, EMI contractors’ or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or representatives’ negligence in the course performance of their investigations such inspections, examinations, surveys, analyses, tests, drawings, investigations, surveys, reviews and interviews; provided, however, that in no event shall the Buyer be liable for any Damages based solely on its discovery of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativespre-existing conditions.

Access. Prior to Upon reasonable notice, from the Closingdate hereof through the Closing Date, the Corporation Sellers shall afford to the Buyer (and its officers, attorneysemployees, accountants accountants, legal counsel and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer full access upon reasonable prior notice and during normal business hours to all of the properties, books, contracts, commitments, SAP data bases and associated files, file structure and file field definitions, Financial Information and records of the Sellers related to the Purchased Assets. Buyer shall also be entitled to discuss with officers conduct appraisals of all or any portion of the CorporationPurchased Assets and to conduct inspections thereof. In addition, 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 Sellers shall grant Buyer limited access (with Florsheim's participation in such contacts) to the extent Major Customers, the Major Suppliers and the lessors of the Purchased Stores and shall reasonably cooperate with Buyer in communicating with such materials 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 matters relate the lessors of the Purchased Stores) in the ordinary course of Buyer's business, provided that prior to the Effective Time of Closing Buyer shall have no discussion regarding this Agreement or the Sellers (except to confirm information publicly disclosed by the Sellers or to state that such matters cannot be discussed) except with Florsheim's participation. Between the date hereof and the Closing Date, the Sellers shall use commercially reasonable efforts to make available to Buyer the services of the Sellers' information technology employees as reasonably requested by Buyer, provided, however, that any request that, in the Sellers' discretion, would significantly interfere with the ordinary course operation of the SchoolsSellers' business would not be reasonable for this purpose. Representatives If Buyer expressly requests that Sellers use their best efforts to retain the services of a particular information technology employee, Buyer shall reimburse the Corporation will furnish Sellers for the Sellers' costs (including salary and benefits but not corporate overhead), determined on an hourly basis, of continuing to Buyer and employ any such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schoolstechnology employee, and each Buyer shall reimburse the Sellers for the full cost of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential any severance obligations incurred by each of them and the Buyer's RepresentativesSellers with respect to any such information technology employee.

Access. Prior 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 (the “Pre-Closing Period”), and upon reasonable advance notice to the ClosingCompany, the Corporation Company shall afford to the Buyer (provide Parent and its officers, attorneys, accountants and other authorized representatives), upon Parent’s Representatives with reasonable notice, free and full access during usual normal business hours to its relevant offices, personnel, the Company’s existing books and records and other data, financial or otherwise, so that Buyer may have full opportunity for the purpose of enabling Parent to make such investigation as it shall desire verify the accuracy of the Assets Company’s representations and warranties contained in this Agreement; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as to maintain the confidentiality of this Agreement and the business transactions contemplated hereby in accordance with the terms hereof and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably to interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the normal operation of the Schools. Representatives business of the Corporation will furnish Company. Nothing herein shall require the Company to Buyer and disclose any information to Parent if such other personsdisclosure would, 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 requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative 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 Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (including any confidentiality agreement to which the "Evaluation Material") Company or its Affiliates is a party). During the Pre-Closing Period, and upon reasonable advance notice to Parent, Parent shall provide Company and Company’s Representatives with reasonable access during normal business hours to Parent’s existing books and records for the purpose of enabling the Company to verify the accuracy of Parent’s representations and warranties contained in this Agreement; provided, however, that any such access shall be used only conducted at the Company’s expense, at a reasonable time, under the supervision of appropriate personnel of Parent and in connection with such a manner as to maintain the confidentiality of this Agreement and the subsequent operation of transactions contemplated hereby in accordance with the Schools, terms hereof and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them not to interfere with Parent’s operations to effect the Creditor Plan and the Buyer's Representativestransactions 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 (including any confidentiality agreement to which Parent or its Affiliates is a party).

Access. Prior Promptly upon execution of this Agreement, Seller shall provide Buyer and Buyer’s authorized representatives (i) reasonable physical access, at Buyer’s sole risk, cost and expense, to the ClosingAssets to allow Buyer to conduct on-site Phase I environmental site assessments of the Assets, the Corporation shall afford to the Buyer extent Seller has the right to grant such access; and (and its officers, attorneys, accountants ii) access to the Records and other authorized representatives)Assets, upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books the extent such data and records are in Seller’s or its representatives’ possession and other datarelate to the Assets; provided, financial however, Seller shall have no obligation to provide Buyer access to any interpretative or otherwisepredictive 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, so that Seller will use its commercially reasonable efforts to obtain any consents necessary to allow Buyer may have full opportunity to make review such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporationdata or information). In connection with any on-site inspections, provided that such investigation shall Buyer agrees to not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the normal operation of the Schools. Representatives 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 Seller and the operator of the Corporation will furnish ▇▇▇▇▇, such consent of Seller not to Buyer and such other personsbe unreasonably withheld. IN CONNECTION WITH GRANTING SUCH ACCESS, copies of all materials relating to the business affairsAND EXCEPT TO THE EXTENT THAT SUCH CLAIMS ARE CAUSED BY THE SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER, operationsBUYER WAIVES AND RELEASES ALL CLAIMS AGAINST SELLER GROUP FOR INJURY TO, FacilityOR DEATH OF PERSONS, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by BuyerOR 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, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesDEFEND AND HOLD HARMLESS SELLER GROUP FROM AND AGAINST ALL SUCH CLAIMS.

Access. (a) Prior to the Closing, the Corporation Seller shall afford permit Purchaser and its representatives to have reasonable access, during regular business hours and upon reasonable advance notice, to the Buyer (and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records records, information, facilities and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and senior employees of the Corporation Acquired Companies and will cooperate with regard to assist Buyer in its investigation of such reasonable due diligence review as Purchaser may reasonably request. Upon reasonable advance notice to Seller and subject to Seller's consent, Purchaser shall be permitted to conduct Phase 1 type environmental investigations at any facility or Real Property owned or operated by the matters relative to the SchoolsAcquired Companies. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") Purchaser will not contact in connection with the transactions contemplated by this Agreement or in employees of any governmental regulatory agencies governing the course Acquired Companies' business activities without obtaining the prior written consent of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only Seller. Purchaser will not contact in connection with the transactions contemplated by this Agreement any customers or suppliers of the Acquired Companies, without the prior consent of Seller which will not be unreasonably withheld with respect to the top twenty (20) customers and suppliers; a representative of Seller shall be entitled to participate with Purchaser in making any contacts to such customers and suppliers. Seller shall not be required to comply with this provision to the extent Seller delivers to Purchaser a written notice that Seller has received advice of counsel stating that Seller's compliance with this Section 5.1 would reasonably be expected to either (i) result in a waiver of attorney-client privilege or (ii) violate an applicable law; provided that in any such event Seller shall inform Purchaser that information was withheld from Purchaser, the general nature of such information so withheld and the basis for withholding such information and shall cooperate with Purchaser in seeking to develop a mutually acceptable mechanism for the protection of such information in a manner that would not result in a loss of such privilege or a violation of law. (b) Seller shall provide reasonable access to its premises in Hutchinson, Kansas to Purchaser or the Acquired Companies for one year following the Closing Date for the purpose of taking possession of the Additional Acquired Assets listed in Section 1.1(a) of the Purchaser Disclosure Letter; provided however that following the six month anniversary of the Closing Date, upon two months prior written notice, Seller may require the Purchaser or the Acquired Companies to remove the Additional Acquired Assets if Seller has bona fide plans to sell, remediate or utilize the premises where such Additional Acquired Assets are located, prior to the end of the one year anniversary of the Closing Date. If the Purchaser or the Acquired Companies fail to remove such assets during the time period set forth in the prior sentence, then the rights of Purchaser and the Acquired Companies under this Section 5.1(b) shall cease and the ownership of such Additional Acquired Assets shall revert to the Seller. Purchaser and the Acquired Companies shall bear risk of loss for the Additional Acquired Assets left on Seller's premises in Hutchinson, Kansas, absent Seller's gross negligence or willful misconduct. Purchaser and the Acquired Companies shall take reasonable care in removing any Additional Acquired Asset from such premises and Purchaser shall, or shall cause the Acquired Companies to, indemnify Seller for any material damage or liabilities caused directly by such removal, unless such damages or liability will not adversely affect Seller's near-term plans for the facilities following such removal (it being understood that the removal of the Additional Acquired Assets will adversely affect the use of the premises for mining and salt processing activities). (c) All information provided to Purchaser and its Affiliates, agents and representatives by or on behalf of Seller or any of the Acquired Companies in connection with the Agreement and the subsequent operation of the Schoolstransactions contemplated hereby will be held by Purchaser and its Affiliates, agents and representatives as Evaluation Material, as defined in, and each of Buyer pursuant to the terms of, the Confidentiality Agreement. Purchaser shall, and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them direct its directors, officers, employees, accountants, counsel, consultants, funding sources and other representatives to, comply with the Buyer's RepresentativesConfidentiality Agreement with respect to Confidential Information.

Access. Prior Subject to applicable Law relating to the Closingsharing of information, the Corporation and except as may otherwise be required by applicable Law, Rolex and Tag each shall afford to the Buyer (and shall cause its officers, attorneys, accountants and other authorized representatives), respective Subsidiaries to) (a) upon reasonable notice, free and full access afford the other’s Representatives reasonable access, during usual normal business hours throughout the period prior to the Effective Time, to its relevant officesproperties, personnelbooks, books contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other dataall information concerning its business, financial properties and personnel as may reasonably be requested, (b) in the case of Rolex and its Subsidiaries, keep Tag reasonably informed (including upon the request of Tag) of any material development, discussion or otherwisenegotiation regarding a Specified Rolex Transaction on a reasonably prompt basis including by providing Tag with copies of any written proposal with respect to a Specified Rolex Transaction from a third party (and in any event, within five (5) Business Days of any such material development, discussion, negotiation or the receipt of such proposal) and otherwise considering in good faith any reasonable comments made by Tag or its Representatives with respect to any such proposal or written response by Tag with respect thereto and (c) in the case of Tag and its Subsidiaries, keep Rolex reasonably informed (including upon the request of Rolex) of any material development, discussion or negotiation regarding a Specified Tag Transaction on a reasonably prompt basis including by providing Rolex with copies of any written proposal with respect to a Specified Tag Transaction from a third party (and in any event, within five (5) Business Days of any such material development, discussion, negotiation or the receipt of such proposal) and otherwise considering in good faith any reasonable comments made by Tag or its Representatives with respect to any such proposal or written response by Tag with respect thereto; provided, that no investigation, access or sharing of information pursuant to this ‎Section 7.5 shall affect or be deemed to modify or affect any representation or warranty made by Rolex, Tag or either Merger Sub; provided, further, that (i) any such investigation, access or sharing of information shall be conducted in such a manner so that Buyer may have full opportunity as not to make such investigation as it shall desire of the Assets and the interfere unreasonably with business and or operations of the Schools by Party furnishing such information or providing such access, and (ii) the Corporation, provided that such investigation foregoing shall not unreasonably interfere require Rolex or Tag (A) to permit any inspection, or to disclose any information, that in the reasonable judgment of Rolex or Tag, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with the Corporation's operations. The scope of the investigation will includerespect to confidentiality (provided, but not be limited that (1) with respect to a Specified Rolex Transaction, Rolex shall, and shall cause its Affiliates and direct its Representatives to, use reasonable best efforts to cause any confidentiality agreement entered into with third parties in respect of such transaction to permit the disclosure of information to Tag and its Representatives and (2) with respect to a verification of the Corporation's Financial Statements and a review of the Corporation's control proceduresSpecified Tag Transaction, regulatory compliance relating to the Schools, the Schools FacilityTag shall, and material contracts shall cause its Affiliates and litigation relating direct its Representatives to, use reasonable best efforts to cause any confidentiality agreement entered into with third parties in respect of such transaction to permit the Schools. Duly authorized representatives disclosure of information to Rolex and its Representatives), (B) to waive or jeopardize the Buyer shall also be entitled to discuss with officers of attorney-client or other privilege held by Rolex or Tag, as the Corporationcase may be, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their respective Subsidiaries, or (C) to otherwise violate any applicable Law; provided, that, in any such case, the parties hereto shall use their respective reasonable best efforts to provide for an alternative arrangement that permits the exchange of such information, such as a joint defense or similar arrangement. All requests for information made pursuant to clause (a) of this ‎Section 7.5 shall be directed to an executive officer of Rolex or Tag, as the case may be, or such Person as may be designated by either of their executive officers, directorsas the case may be, employeeswith a copy to the General Counsel of such party, lender, investors, agents and other representatives (all such information shall be governed by the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations terms of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesConfidentiality Agreement.

Access. (a) Prior to the Closing, the Corporation Sellers shall, and shall afford to the cause NNGC to, (a) permit Buyer (and its officers, attorneysagents (including their counsel, accountants and other authorized representatives), consultants) to have reasonable and appropriate access upon reasonable noticeadvance notice to such books, free and full access during usual business hours to its relevant officesrecords, properties, facilities, executive-level personnel, books managers, officers, independent accountants, legal counsel and records and other data, financial or otherwise, so that customers of NNGC with respect to the Business as are reasonably necessary to allow Buyer may have full opportunity to make such investigation inspections as it shall desire of reasonably requires to verify the Assets representations and warranties contained in Article III and (b) furnish promptly to Buyer and its representatives such information concerning NNGC, the Business and the business and operations of the Schools by the Corporationproperties, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its bookscontracts, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which personnel as may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schoolsextent that such access or information is not prohibited by FERC marketing affiliate rules. (b) Sellers shall have the right to have a representative present at all times of any such inspections, interviews, and examinations conducted at or on the offices or other facilities or properties of Sellers or NNGC. All Additionally, Buyer shall hold in confidence all such information obtained by 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, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives"1) bids received from others in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids, or (2) any information the disclosure of which would jeopardize any privilege available to NNGC, Sellers or any of their Affiliates relating to such information or would cause Sellers to breach a confidentiality obligation. Buyer agrees that if Buyer or its authorized representatives receive, or if the information (whether in electronic mail format, on computer hard drives or otherwise) held by NNGC as of the Closing includes information that relates to the business operations or other strategic matters of Sellers, or any of their Affiliates (other than NNGC) such information shall be held in confidence on the terms and subject to the conditions contained in the course of their investigations Confidentiality Agreement, but the term of the Schoolsrestriction 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 obtained before in electronic or after other format). Buyer shall indemnify, defend, and hold harmless Sellers and their Affiliates from and against any losses or damages asserted against or suffered by Sellers relating to, resulting from, or arising out of, examinations or inspections made by Buyer or its authorized representatives pursuant to Section 5.2. (c) Buyer agrees that Sellers may retain (i) a copy of all materials included in the date Data Room, together with a copy of this Agreement all documents referred to in such materials, (the "Evaluation Material"ii) shall be used only 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 Confidentiality Agreement and as if Sellers were the subsequent operation receiving party thereunder, but the term of the Schoolsrestriction 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 each 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) 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 and EMI access to Retained E-Mail, Sellers shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the provide access to Buyer upon Buyer's Representativesrequest, 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 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 governmental reports, and Buyer agrees to furnish such information to Sellers at Sellers' request and expense.

Access. Prior to the Closing, the Corporation (a) Each Seller shall afford to the Buyer (and its officersauthorized representatives from the Execution Date until the Closing Date, attorneysduring normal business hours, accountants reasonable access to the Assets (subject to the terms, conditions and restrictions of agreements related to Assets to which such Seller is a party and the consent of the operator, as applicable) and to such Seller’s title, Surface Leases, Contracts, environmental and legal materials, books, records, statements and operating data and other authorized representatives)information relating to the Assets, upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full together with the opportunity to make copies of such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporationmaterials, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documentsdocuments and information at Buyer’s expense, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other personsinformation in Sellers’ possession with respect to the Assets as Buyer may reasonably request; provided, however, that all such information shall 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 to obtain a waiver of the applicable contractual obligation, or (iii) copies of all materials relating to the business affairsbids, operationsletters of intent, Facility, Assets and liabilities expressions of the Corporation relating to the Schools which may be reasonably requested interest or other proposals received from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") 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 course Bid Procedures Order. (b) [Reserved]. (c) [Reserved]. (d) BUYER SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD EACH SELLER, EACH OF THEIR SUCCESSORS, THEIR AFFILIATES AND ALL OF THEIR RESPECTIVE DIRECTORS AND OFFICERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES CAUSED DIRECTLY OR INDIRECTLY BY THE ACTS OR OMISSIONS OF BUYER, BUYER’S AFFILIATES OR ANY PERSON ACTING ON BUYER’S OR ITS AFFILIATE’S BEHALF IN CONNECTION WITH ANY DUE DILIGENCE CONDUCTED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY SITE VISITS CONDUCTED PURSUANT TO SECTION 5.03(a), EXCEPT TO EXTENT SUCH CLAIMS OR LOSSES ARISE FROM THE WILLFUL MISCONDUCT OF SELLERS. Buyer shall comply with all rules, regulations, policies and instructions reasonably required by Sellers, or any Third Party operator of any Assets, which are provided to Buyer regarding Buyer’s actions while upon, entering or leaving any Asset, including any insurance requirements that Sellers may reasonably impose, or any such Third Party operator may impose, on contractors authorized to perform work on any Asset owned or operated by Sellers (or any such Third Party operator, as applicable). (e) From and after the Closing, Buyer shall afford to each third party acquiror (and their investigations respective Representatives) of Excluded Assets pursuant to a definitive agreement that is approved by the Bankruptcy Court (each, an “Excluded Asset PSA”), reasonable access to the Properties for the purpose of inspecting and removing such Excluded Assets, in each case, (x) on the same terms as Sellers are affording access to Buyer pursuant to this Section 5.03, mutatis mutandis and (y) solely to the extent such Excluded Asset PSA contains a covenant substantially similar to this Section 5.03(e) for the benefit of Buyer; provided that, the cost of any such inspection or removal shall be at the sole cost of the Schools, whether obtained before or 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 date of this Agreement (the "Evaluation Material") Closing, each Seller shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of afford Buyer and EMI shall assure 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 all Evaluation Material will be otherwise kept strictly confidential by each are not conveyed to a third party acquiror pursuant to an Excluded Asset PSA for the purpose of them allowing Buyer to inspect and the Buyer's Representativesremove any Assets located on such properties.

Access. Prior to (i) For purposes of furthering the Closingtransactions contemplated hereby, the Corporation Seller shall afford to the Buyer (Buyer, and its Affiliates and its and their respective officers, attorneysdirectors, accountants managers, equity owners, members, employees, accountants, consultants, legal counsel bankers, advisors, representatives and other authorized representativesagents (collectively, “Representatives”), reasonable access during normal business hours upon reasonable noticeadvance notice to Seller, free throughout the period from the Execution Date until the earlier of the termination of this Agreement and full access during usual business hours the date that is two years after the Closing Date, to its relevant officesSeller’s personnel, personnelproperties, contracts, commitments, books and records and such other datainformation concerning the business, financial or otherwise, so that properties and personnel of the Business as 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, reasonably request; provided that such investigation Seller shall not unreasonably interfere 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 the Corporation's operations. The scope any 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 its advisors relating to the Schoolsevaluation 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 Schools Facilityvaluation 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 material contracts shall cause its Affiliates to, provide Buyer with full access (including after normal working hours and litigation relating 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 Schools. Duly authorized representatives financial and other books and records which comprised part of the Buyer Acquired Assets that are required to administer and close the Bankruptcy Case, which access shall also be entitled include (A) the right of such Permitted Access Parties to discuss with officers of the Corporationcopy, its counselat such Permitted Access Parties’ expense, employees such required documents and independent public accountants, all of its books, records and other corporate documents(B) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they require, contracts, pricing and service policies, commitments and future prospects but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and matters relate applicable Permitted Access Party reimburses Buyer for the reasonable costs and expenses thereof; provided, however, that the foregoing rights of access shall not be exercisable in such a manner as to interfere with the normal operations of Buyer’s business. Notwithstanding anything contained in this Section 7(c) to the operation contrary, in no event shall Seller have access to any information that, based on advice of Buyer’s counsel, could (i) reasonably be expected to create liability under applicable Law, or waive any legal privilege, (ii) result in the Schools. Representatives discharge of the Corporation will furnish to Buyer and such other persons, copies any Trade Secrets of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI its affiliates or any of their officers, directors, employees, lender, investors, agents and other representatives third parties or (the "Buyer's Representatives"iii) in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each violate any obligation of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativeswith respect to confidentiality.

Access. Prior (a) Upon execution of this Agreement until the Closing Date, Sellers shall give Purchaser, its Affiliates, and each of their respective officers, employees, agents, accountants, attorneys, investment bankers, environmental consultants, and other authorized representatives (“Purchaser’s Representatives”) reasonable access to the ClosingRecords in Sellers’ possession during Sellers’ normal business hours, for the Corporation shall afford purpose of conducting a confirmatory review of the Assets, but only to the Buyer extent that Sellers may do so without (and i) violating applicable Laws, (ii) waiving any legal privilege of any Seller, any of its officersAffiliates or its counselors, attorneys, accountants or consultants, or (iii) violating any obligations to any Third Party. Such access shall be granted to Purchaser in the offices of Sellers located in Houston, Texas. All investigations and other authorized representatives)due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, upon reasonable noticerisk, free and full access during usual business hours 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 its relevant officesconduct any environmental assessment, personnelsampling or testing of any environmental media on or relating to or on any Asset. If the Closing does not occur, books and records and other data, financial Purchaser (A) shall promptly return to Sellers or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire destroy all copies of the Assets and the business and operations of the Schools by the CorporationRecords, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will includereports, but not be limited tosummaries, a verification of the Corporation's Financial Statements and a review of the Corporation's control proceduresevaluations, regulatory compliance relating to the Schools, the Schools Facilitydue diligence memos, and material contracts derivative materials related thereto in the possession or control of Purchaser or any of Purchaser’s Representatives and litigation relating (B) shall keep and shall cause each of Purchaser’s Representatives to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporationkeep, its counsel, employees any and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyeror on behalf of Purchaser confidential, EMI or any except, in each case, as otherwise required by Law. (b) Purchaser agrees to indemnify, defend, and hold harmless each member of their the Seller Group, the other owners of interests in the Mineral Interests, and all such Persons’ stockholders, members, managers, officers, directors, employees, lenderagents, investorslenders, agents advisors, representatives, accountants, attorneys, and other representatives consultants from and against any and all Damages (including court costs and reasonable attorneys’ fees), including Damages attributable to, arising out of, or relating to access to the "Buyer's 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) in connection During all periods that 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 transactions contemplated by this Agreement or types and in the course of their investigations amounts reasonably requested by Sellers. Coverage under all insurance required to be carried by Purchaser hereunder shall (i) be primary insurance, (ii) list the members of the SchoolsSeller Group as additional insureds, whether obtained before or after (iii) waive subrogation against the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation members of the SchoolsSeller Group, and each (iv) provide for five (5) days prior notice to Sellers in the event of Buyer and EMI cancellation or modification of the policy or reduction in coverage. Upon request by Sellers, Purchaser shall assure that all Evaluation Material will be otherwise kept strictly confidential by each provide evidence of them and such insurance to Sellers prior to entering the Buyer's RepresentativesAssets or premises of any Seller or its Affiliates.

Access. Prior to (a) From and after the ClosingExecution Date, until 5:00 p.m. Central time on February 19, 2013 (the Corporation “Defect Deadline”), Seller shall afford to the give Buyer (and any of its officers, employees, agents, accountants, attorneys, accountants and investment bankers, landmen, consultants or other authorized representativesdesignated representatives (collectively, “Buyer’s Representatives”)) reasonable access to the Properties (including the Records) in Seller’s possession, upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such solely for the purpose of Buyer’s due diligence investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will includeProperties, 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 also be entitled to 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 only to the extent that Seller may do so without violating any confidentiality or other obligations to any third party and only to the extent that Seller has the authority to grant such materials access without breaching any obligation or restriction binding on Seller (or any of its affiliates). Such access by Buyer shall be limited to Seller’s normal business hours, and matters relate to any weekends and after hours requested by Buyer that can be reasonably accommodated by Seller, and Buyer’s investigation shall be conducted in a manner that minimizes interference with the operation of the Schools. Representatives Properties. (b) Buyer acknowledges that the permission of the Corporation operator (if other than Seller) or another third person may be required before Buyer will furnish be able to Buyer inspect portions of the Properties and that such other persons, copies of all materials relating permission must be obtained prior to the business affairs, operations, Facility, Assets and liabilities inspection of the Corporation relating such portions. Seller shall use commercially reasonable efforts to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist obtain such permission for Buyer in its investigation of the matters relative to the Schoolsupon Buyer’s request. All information obtained inspections pursuant to this Section 5.1 shall be conducted at Buyer’s sole cost, risk and expense, and any conclusions made from any such investigation done by Buyer, EMI Buyer or any of their officersBuyer’s Representatives shall result from Buyer’s own independent review and judgment. Buyer agrees to comply with (and to cause Buyer’s Representatives to comply with) the rules, directors, employees, lender, investors, agents regulations and other representatives instructions issued by Seller or any operator of the Properties regarding the actions of Buyer (the "and Buyer's ’s Representatives") in connection with the transactions contemplated by conducting any inspection pursuant to this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesSection 5.1.

Access. Prior Subject to the ClosingSection 6.6, the Corporation shall afford for purposes reasonably related to the Buyer (and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement Agreement, prior to the last Closing, Seller shall afford Buyers, their financing sources, and their counsel, accountants, consultants and other representatives such access during reasonable times and at Buyers’ expense to the Stores and Seller Real Property and any landlords therefor, and shall promptly (and in any event within five business days after a request therefor) provide such financial and other information regarding the Stores (including property management system asset listings or reports), in each case as Buyers shall from time to time reasonably request and to the course extent Seller or an affiliate thereof has such information under its control or possession and reasonably available (without the incurrence of their investigations significant cost or expense to third parties); provided, however, that (i) any such investigation of the SchoolsStores shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business and shall be subject to, whether obtained before and conducted in accordance with, the terms of the applicable Lease, (ii) Seller shall not be required to provide Buyers with any such access to the extent provision of such access would reasonably be expected to result in a breach or after violation of, or default under, any Law or Contract and (iii) Buyers shall indemnify, defend and hold harmless the date 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 "Evaluation Material"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 be used only use reasonable best efforts to avoid any damage to the Stores and the Seller Real Property and, in the event of any physical damage to the Stores or the Seller Real Property caused by Buyers, their financing sources, or their counsel, accountants, consultants and or other representatives by virtue of Buyers’ or such other parties’ on-site investigations, Buyers agree to promptly repair any physical damage to such Stores or Seller Real Property caused by any acts of Buyers or such other parties and to restore such Stores or Seller Real Property to substantially the same condition it was in immediately prior to such inspections, including, but not limited to, the immediate removal of any objects placed on the Stores and/or the Seller Real Property in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativessuch inspections.

Access. Prior to Until the ClosingClosing or termination of the Agreement in accordance with the terms hereof, the Corporation Seller shall, and shall cause the Company to, (i) afford to the Buyer (and its authorized representatives (including directors, officers, attorneysemployees, advisors, accountants and other authorized representatives), upon counsel) reasonable notice, free and full access during usual normal business hours to its relevant officesall properties, personnelbooks, books records (including Tax Returns), Contracts and records documents of the Company and all other data, financial or otherwise, so that information regarding the Company’s business as the Buyer may have full reasonably request in connection with the consummation of the transactions contemplated hereby, including as it relates to facilitating their determination of whether any property or asset of the Company is REIT Qualifying Property, together with the opportunity, at the sole cost and expense of the Buyer, to make copies of any such documents and (ii) cooperate, and cause the Company (including the Company’s directors, officers, employees, advisors, accountants and counsel) to cooperate, with the Buyer and its representatives (including accountants and counsel), in connection with the foregoing. Seller shall, and shall cause the Company to, provide the Buyer and its authorized representatives (including directors, officers, employees, advisors, accountants and counsel) an opportunity to make such investigation investigations as it they shall reasonably desire to make of the Assets and Company (provided that such investigations shall be conducted so as to reasonably minimize any disruption of the business and operations of the Schools Company and in no event shall the Buyer conduct, without the prior written consent of the Seller which the Seller may withhold for any reason, any invasive or intrusive environmental investigation, including any sampling of soil, sediment or groundwater), and the Seller shall, and shall cause the Company to, furnish or cause to be furnished to the Buyer and its representatives all such information with respect to the affairs and business of the 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 Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the CorporationBuyer, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI Affiliates or any of their respective directors, officers, directors, employees, lenderadvisors, investorsaccountants and counsel or other information received by the Buyer, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement its Affiliates or in the course any of their investigations of the Schoolsrespective directors, whether obtained before officers, employees, advisors, accountants and counsel shall operate as a waiver or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schoolsotherwise affect any representation, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential warranty or agreement given or made by each of them and the Buyer's RepresentativesSeller hereunder.

Access. Prior During the period from the date of this Agreement until the earlier of the valid termination of this Agreement pursuant to Article VIII and the Closing, Seller shall grant, and cause the Corporation shall afford to Company and the Buyer (and its Company’s Subsidiaries, officers, managers, directors, employees, attorneys, accountants and other agents to grant, to Buyer and its authorized representatives)Representatives and potential lenders, as well as their respective officers, employees, affiliates and other agents, reasonable access, during normal business hours and upon reasonable notice, free and full access during usual business hours to its relevant officesthe personnel, personnelproperties, financial information, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets Company and the business Company’s Subsidiaries and operations Seller (to the extent related to the Business), except that Seller and the 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 Schools 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 (or as much of it as possible) in an appropriate substitute disclosure arrangement or otherwise in a manner that would not violate any of clauses (a) or (b). Any investigation conducted pursuant to the access contemplated by the Corporation, provided this Section 5.5 will be conducted in a manner that such investigation shall does not unreasonably interfere with the Corporation's operationsconduct 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 include the right to perform invasive testing. The scope terms and conditions of the investigation Confidentiality Agreement 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 apply to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All any information obtained by Buyer, EMI Buyer or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") its Representatives or any third party in connection with any investigation conducted pursuant to the transactions access contemplated by this Agreement or Section 5.5. Notwithstanding anything in the course Confidentiality Agreement to the contrary, the Confidentiality Agreement will automatically terminate and be of their investigations of no further force or effect upon the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesClosing.

Access. Prior to (a) Between the ClosingExecution Date and the Closing Date, Seller shall, and shall cause the Corporation shall afford to Acquired Company and the Buyer (Acquired Subsidiaries to, give Purchaser and its officers, attorneys, accountants and other authorized representatives)Representatives, upon reasonable noticeadvance notice to Seller or its Representatives, free reasonable access to the Business and full reasonable access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business right to copy, at Purchaser’s sole cost, risk and operations expense, the Books and Records (or originals thereof), for the purpose of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, conducting a verification of the Corporation's Financial Statements and a reasonable due diligence review of the Corporation's control procedures, regulatory compliance relating to the SchoolsAcquired Company, the Schools FacilityAcquired Subsidiaries and the Business, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, 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 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 materials 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 matters relate its Representatives. Purchaser shall, and shall cause its Representatives to, abide by Seller’s and the Acquired Company’s safety rules, regulations, and operating policies while conducting its due diligence evaluation of the Acquired Company, the Acquired Subsidiaries and the Business. Any conclusions made from any examination done by Purchaser shall result from Purchaser’s own independent review and judgment; provided, however, that neither Purchaser nor its Representatives shall conduct any environmental site assessment, compliance evaluation or investigation with respect to Seller, the Acquired Company, the Acquired Subsidiaries or the Business without prior written consent of Seller and without reasonable ongoing consultation with Seller with respect to any such activity (it being understood and agreed that in no event shall any subsurface investigation or testing of any environmental media be conducted (i) on the Owned Real Property without Seller’s prior consent, which shall not be unreasonably conditioned, withheld or delayed and (ii) on any other properties of the Company Group or related to the Business other than the Owned Real Property). (b) The access granted to Purchaser under this Section 6.1 shall be limited to the Acquired Company’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that minimizes interference with the operation of the SchoolsAcquired Company, the Acquired Subsidiaries and the Business. Representatives Purchaser shall coordinate its access rights with the Acquired Company to reasonably minimize any inconvenience to or interruption of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities conduct of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees Business. Purchaser also agrees that neither Purchaser nor its Representatives shall contact any of the Corporation to assist Buyer in its investigation of employees, customers, suppliers or parties that have business relationships with Seller, the matters relative to the Schools. All information obtained by Buyer, EMI Acquired Company or any of their officersAcquired Subsidiary, directorsnor any Governmental Body or representatives thereof, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schoolshereby, whether obtained before in person or after by telephone, email or other means of communication, without prior written consent of Seller, which shall not be unreasonably conditioned, withheld or delayed. (c) Purchaser acknowledges that, pursuant to its right of access, Purchaser will become privy to confidential and other information of Seller, the date of this Agreement Acquired Company and the Acquired Subsidiaries and that such confidential information (the "Evaluation Material"which includes Purchaser’s conclusions with respect to its evaluations) shall be used only held confidential by Purchaser in accordance with the terms of the Confidentiality Agreement and any applicable privacy Laws regarding personal information. (d) In connection with the rights of access, examination and inspection granted to Purchaser under this Agreement and the subsequent operation of the SchoolsSection 6.1, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesPURCHASER HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE ACQUIRED COMPANY AND THE SELLER GROUP FROM AND AGAINST ANY AND ALL DAMAGES ATTRIBUTABLE TO PERSONAL INJURY, DEATH OR PHYSICAL PROPERTY DAMAGE, OR VIOLATION OF THE ACQUIRED COMPANY’S RULES, REGULATIONS, OR OPERATING POLICIES, ARISING OUT OF, RESULTING FROM OR RELATING TO ANY FIELD VISIT OR OTHER DUE DILIGENCE ACTIVITY CONDUCTED BY PURCHASER WITH RESPECT TO THE BUSINESS.

Access. Prior (a) During the Examination Period, Seller will provide Buyer and its representatives reasonable access to the Closing, the Corporation shall afford Properties and access to the Buyer Financial Records, in each case during Seller’s normal business hours, for the purpose of conducting an investigation of the Assets, but only to the extent that Seller may do so without (and i) violating applicable Laws or breaching any Contracts, (ii) waiving any legal privilege of Seller, any of its officersAffiliates, or its counselors, attorneys, accountants or consultants, or (iii) violating any obligations to any Third Party and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent that Seller has authority to grant such materials access without breaching any restriction binding on Seller. In the event that access to the Properties or Financial Records is restricted for any reason, Seller shall advise Buyer in writing of such restriction. Such access by Buyer shall be limited to Seller’s normal business hours and matters relate to B▇▇▇▇’s investigation shall be conducted in a manner that minimizes interference with the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the SchoolsAssets. All information obtained by BuyerBuyer 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 have the right to have representatives present at all times during such review. (b) Buyer hereby agrees to defend, EMI indemnify, release and hold harmless the Seller Indemnitees and all co-owners of the Assets from and against any and all Liabilities arising out of or relating to the access to Seller’s or its Affiliates’ offices or the Assets by Buyer and/or its Affiliates and their respective officers, employees, agents, advisors and representatives in connection with this Agreement or any due diligence activity conducted by Buyer or its Affiliates or any of their respective officers, directors, employees, lenderagents, investors, agents and other advisors or representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the SchoolsAgreement. THE DEFENSE, whether obtained before or after the date of this Agreement 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: (the "Evaluation Material"A) shall be used only in connection with this Agreement and the subsequent operation of the SchoolsSTRICT LIABILITY, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representatives(B) THE VIOLATION OF ANY LAW BY SUCH INDEMNITEE, OR (C) THE SOLE, CONCURRENT OR COMPARATIVE NEGLIGENCE OF SUCH INDEMNITEE, BUT SPECIFICALLY EXLUDING THE GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF SELLER INDEMNITEES AND CO-OWNERS OF THE ASSETS AND ANY PRE-EXISTING CONDITIONS.

Access. Prior (a) From and after the date hereof and up to and including the Closing Date (or earlier termination of this Agreement) but subject to the Closingother provisions of this Section 10.1 and obtaining any required consents of Third Parties, including Third Party operators of the Corporation Assets (which consents Seller shall use commercially reasonable efforts to obtain), Seller shall afford to the Buyer (and its officers, employees, agents, accountants, attorneys, accountants investment bankers and other authorized representativesrepresentatives (“Buyer’s Representatives”) reasonable access, during normal business hours, to (i) Seller’s and its Affiliates’ employees (following prior notice to ▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇▇ of Range), upon (ii) the Assets and (iii) all Records in Seller’s or any of its Affiliates’ possession, custody or control; provided that Seller is only required to use its commercially reasonable notice, free and full efforts to cause any Third Party to provide access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer any Records to which Seller may have full opportunity custody or control but which are not in Seller’s or its Affiliates’ possession. All investigations and due diligence conducted by Buyer or any Buyer’s Representative shall be conducted at Buyer’s sole cost, risk and expense and any conclusions made from any examination done by Buyer or any Buyer’s Representative shall result from Buyer’s own independent review and judgment. (b) Buyer shall be entitled to make 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 shall not be permitted to conduct, any environmental due diligence (including any Phase I environmental property assessments) with respect to any Assets where Seller does not have the authority to grant access for such due diligence (provided, however, Seller shall use its commercially reasonable efforts to obtain permission from any Third Party to allow Buyer and Buyer’s Representatives such access). (c) Before conducting any sampling, boring, drilling or other invasive investigation activities (“Invasive Activities”) on or with respect to any of the Assets, Buyer shall (i) furnish Seller with a written description of the proposed scope of the Invasive Activities to be conducted, including a description of the activities to be conducted, and a description of the approximate location and expected timing of such activities and (ii) obtain the prior written consent of Seller to undertake such Invasive Activities. If any of the proposed Invasive Activities may unreasonably interfere with normal operation of the Assets, Seller may request an appropriate modification of the proposed Invasive Activity. Any Invasive Activities shall be conducted by a reputable environmental consulting or engineering firm, approved in advance by Seller (such approval not to be unreasonably withheld or delayed) and, once approved, such environmental consulting or engineering firm shall be deemed to be a “Buyer’s Representative”. Buyer shall obtain all permits necessary to conduct any approved Invasive Activities from any applicable Governmental Authorities; provided that, upon request, Seller shall provide Buyer with assistance (at no cost or liability to Seller) as it reasonably requested by Buyer that may be necessary to secure such permits. Seller shall desire have the right, at its option, to split with Buyer any samples collected pursuant to approved Invasive Activities. (d) Buyer shall coordinate its environmental property assessments and physical inspections of the Assets with Seller and all Third Party operators to minimize any inconvenience to or interruption of the conduct of business by Seller or such Third Party operators. Buyer shall abide by Seller’s, and any Third Party operator’s, safety rules, regulations and operating policies while conducting its due diligence evaluation of the Assets, including any environmental or other inspection or assessment of the Assets. Buyer hereby defends, indemnifies and holds harmless each of the operators of the Assets and the business Seller Indemnified Parties from and operations of against any and all Liabilities arising out of, resulting from or relating to any field visit, environmental property assessment, or other due diligence activity conducted by Buyer or any Buyer’s Representative with respect to the Schools by the CorporationAssets, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will includeEVEN 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 not be limited to, a verification in no less than 5 days after Buyer’s or any 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 also be entitled to 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 the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other personsBuyer’s Representative’s receipt or creation, copies of all materials relating 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 business affairsAssets. None of Buyer, operationsany of Buyer’s Representatives or Seller shall be deemed by Seller’s receipt of said documents, Facilityor otherwise, Assets and liabilities to have made any representation or warranty, expressed, implied or statutory, as to the condition of the Corporation relating Assets or to the Schools which may be reasonably requested from time 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 time and will cause representatives and employees of the Corporation to assist Buyer in Seller or its investigation of the matters relative Affiliates, (i) repair all damage done to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") Assets in connection with Buyer’s due diligence, (ii) restore the transactions contemplated by this Agreement Assets to at least the approximate same or in better condition than they were prior to commencement of Buyer’s due diligence and (iii) remove all equipment, tools or other property brought onto the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only Assets in connection with this Agreement Buyer’s due diligence. Any disturbance to the Assets (including the leasehold associated therewith) resulting from Buyer’s due diligence will be promptly corrected by Buyer. (g) During all periods that Buyer and/or any of Buyer’s Representatives are on the Assets, Buyer shall maintain, at its sole expense and the subsequent operation with insurers reasonably satisfactory to Seller, policies of insurance of the Schoolstypes and in the amounts reasonably requested by Seller. Coverage under all insurance required to be carried by Buyer hereunder will (i) be primary insurance, (ii) list Seller Indemnified Parties as additional insureds, (iii) waive subrogation against Seller Indemnified Parties and each (iv) provide for 5 days prior notice to Seller in the event of cancellation or modification of the policy or reduction in coverage. Upon request by Seller, Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each provide evidence of them and such insurance to Seller prior to entering the Buyer's RepresentativesAssets.

Access. Prior (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of (x) the Closingtermination of this Agreement pursuant to Article VIII and (y) the Effective Time, the Corporation Company shall afford to the Buyer (Parent and its officersaccountants, attorneys, accountants legal counsel and other authorized representatives)representatives full and complete access during normal business hours, upon reasonable notice, free to the assets (including the Company IP, design processes and full access during usual business hours source code), properties (including the right to its relevant offices, personnelconduct an environmental site assessment and audit of the properties), books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire personnel of the Assets Company to enable Parent to obtain all information concerning the business, including the status of product development efforts, properties, results of operations and the business and operations personnel of the Schools Company, as Parent may request; provided, however, that no information or knowledge obtained by the Corporation, provided that such Parent in any investigation conducted pursuant to this Section 6.6 shall not unreasonably interfere with the Corporation's operations. The scope affect or be deemed to modify any representation or warranty of the investigation will include, but not be limited to, a verification of Company set forth herein or the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating conditions to the Schools, the Schools Facility, obligations of Parent and material contracts and litigation relating Merger Sub to the Schools. Duly authorized representatives of the Buyer shall also be entitled to 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 the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with consummate the transactions contemplated by this Agreement hereby, including the Merger, or in the course of their investigations remedies available to the parties hereunder; and provided further, that the terms and conditions of the SchoolsConfidentiality Agreement (as amended pursuant to Section 6.9) shall apply to any information provided to Parent pursuant to this Section 6.6. (b) In particular, whether obtained before or but without limitation, from and after the date of this Agreement Agreement, 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 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 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. (the "Evaluation Material"c) shall be used only in connection with this Agreement Parent and the subsequent operation 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 Parent prior to Closing. In particular, but without limitation, from and after the date of the Schoolssatisfaction of 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 each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativesprocess Company data.

Access. Prior Purchaser shall permit: ------ (a) the Company, the Stockholders and their respective advisers to have reasonable access to all properties, books, accounts, records, Contracts, files, correspondence, tax records, and documents of or relating to Purchaser and to discuss such matters with the executive officers of Purchaser; Purchaser shall make available to the ClosingCompany and the Stockholders and their respective advisers, prior to the filing of same, a copy of any materials, reports or statement to be filed with the SEC or any other Governmental Authority, and all other information concerning its business and properties as the Company and the Stockholders may reasonably request; (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 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 Corporation shall afford Stockholders and their advisers with respect to Purchaser and the businesses thereof; and (d) subject in each case to the Buyer (prior approval of Purchaser, the Company, the Stockholders and its officers, attorneys, accountants 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 other authorized representatives), upon reasonable notice, free and full access during usual business hours provided that such discussions are coordinated with representatives of Purchaser as to its relevant offices, personnel, books and records and other data, financial or otherwise, so the content of such proposed discussions to assure that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and discussions do not interfere unreasonably with the business and operations of Purchaser or harm the Schools by the Corporationrelationship which Purchaser has with its employees; provided, provided that however, any investigation pursuant to this Section shall be conducted -------- ------- in such investigation shall manner as not to interfere unreasonably interfere with the Corporation's operations. The scope businesses and operations 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 also be entitled to 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 the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesPurchaser.

Access. Prior Upon reasonable prior notice to Seller, Purchaser and its agents, employees, consultants, lenders and representatives shall have reasonable access to the ClosingProperty and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Purchaser; 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 Corporation right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall afford include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Buyer Property and any office where the records of the Property are kept, with at least two (and its officers, attorneys, accountants and other authorized representatives), upon reasonable 2) days prior notice, free for the purpose of examining and full access during usual business hours to its relevant officesmaking copies, personnelat Purchaser’s sole expense, of all books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Corporation relating Property before the Closing upon at least two (2) days prior notice to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the SchoolsSeller. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in In the course of their investigations its investigations, Purchaser may make inquiries concerning the Real Property to third parties, including, without limitation, representatives, contractors, parties to Service Contracts and municipal, local and other government officials and representatives in accordance with the terms of this Agreement, and Seller consents to such inquiries. Purchaser hereby indemnifies, protects, defends (with counsel reasonably acceptable to Seller) and holds Seller and the Property free and harmless from and against any and all costs, losses, liabilities, damages, lawsuits, judgments, actions, proceedings, penalties, demands, attorneys’ fees, mechanic’s liens, or expenses of any kind or nature whatsoever (“Claims”), to the extent caused by any entry and/or activities upon the Property by Purchaser, Purchaser’s agents, contractors and/or subcontractors, provided, however, Purchaser shall not indemnify Seller against any Claims caused by Seller’s negligence or willful misconduct, or Claims arising out of conditions that were present before Purchaser entered the Property, except to the extent that Purchaser’s activities (a) are unreasonable in the context of the Schoolsinformation provided to Purchaser, whether obtained before or after reasonably evident to Purchaser, with respect to such existing condition, and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the date termination of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesClosing.

Access. Prior (i) Subject to the ClosingSection 6.2(c)(iv) below and any applicable confidentiality or similar agreement, the Corporation at any reasonable time, upon at least two Business Days’ prior notice to Seller, Seller shall afford to the permit representatives or agents of Buyer (and its officersincluding, attorneys, accountants and other authorized representativesfor purposes of any inspection (but not visit), upon reasonable noticeinternal auditors but excluding any third party auditors), free and full access during usual normal business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire (A) visit the properties of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") Seller utilized in connection with the transactions contemplated by this Agreement collection, processing or in the course of their investigations servicing of the SchoolsTransferred Assets, whether obtained before and to discuss matters relating to the Transferred Assets or after the date of this Agreement (the "Evaluation Material") shall be used only Seller’s performance and activities under or in connection with this Agreement with any officer, employee or internal accountants of Seller having knowledge of such matters and (B) inspect and examine the subsequent operation 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, as applicable, shall not count towards such audit limitation but any other audit conducted pursuant to Section 4.1(a) of the SchoolsSub-Servicing Agreement, and each Section 6.2(b) of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representatives.NBCU Transfer Agreement or

Access. Prior (a) From the date hereof until the Closing Date, Seller shall, at the prior written request of Buyer, (i) give Buyer and its Representatives, who are bound by the Mutual Confidentiality Agreement, reasonable access during Working Hours to the Closingoffices and properties, and to copies of books and records, of the Corporation shall afford Company Group subject in all respects to any and all restrictions and protections related to the Buyer COVID-19 virus (and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours or any variant or strain thereof) applicable to its relevant offices, personnel, books and records and other data, financial the Company Group or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets Seller and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will Company Group have in effect; (ii) furnish to Buyer and its Representatives, who are bound by the Mutual Confidentiality Agreement, such financial and operating data and any other persons, copies of all materials information relating to the business affairsCompany Group and in the possession of Seller or the Company Group members as such Persons may reasonably request; and (iii) instruct the employees, operations, Facility, Assets counsel and liabilities financial advisors of the Corporation relating Company Group to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist cooperate with Buyer in its investigation of the matters relative Company Group. Any investigation pursuant to this Section 5.04 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Company Group or to violate any policies and procedures related to the SchoolsCOVID-19 virus (or any variant or strain thereof) that Seller or the Company Group has in effect or as required by a Governmental Authority or state Governor. Notwithstanding the foregoing, (A) Seller shall not be required to provide or cause to be provided access to or disclose or cause to be disclosed information where such access or disclosure would jeopardize the attorney-client or other privilege, contravene any Applicable Law or Contract or contravene any confidentiality undertaking; and (B) prior to the Closing Date and unless otherwise expressly required by any Governmental Authority, Buyer shall have no right to perform or cause to be performed any invasive or subsurface investigations of the properties of the Company Group, including any sampling or testing of the air, soil, surface water, groundwater, building materials or other environmental media, unless Seller consents in writing to such investigations, which consent may be withheld in Seller’s sole discretion. All information provided or obtained pursuant to this Section 5.04 shall be kept confidential by BuyerBuyer and its Representatives in accordance with the Mutual Confidentiality Agreement. (b) From the date hereof until the Closing Date, EMI without Seller’s prior written consent, Buyer shall not, and shall cause its Affiliates not to, contact any customers, vendors or suppliers of, or other third parties having business relationships with, the Company Group members, provided that if Seller provides its written consent, any such contact shall be conducted in compliance with the terms of their officersthe Mutual Confidentiality Agreement and Representatives of Seller shall be entitled to reasonable notice of, directorsand participation in, employeesall such meetings. Notwithstanding the foregoing, lenderthis Section 5.04(b) shall not restrict Buyer or its Affiliates from any such contact does not relate to the Company Group, investors, agents and other representatives (the "Buyer's Representatives") in connection with this Agreement or the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativeshereby.

Access. Prior (a) Subject to compliance with applicable Laws, each of the Closing, the Corporation Company and Parent shall (and each shall cause its Subsidiaries to): (i) afford to the Buyer (other party and to its officers, attorneysemployees, accountants and other authorized representatives)accountants, upon reasonable noticeconsultants, free and full access during usual business hours to its relevant offices, personnel, books and records and other datalegal counsel, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets advisors and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (collectively, “Representatives”) reasonable access, solely for purposes of furthering the "Buyer's Representatives"Mergers and the other transactions contemplated hereby or integration planning relating thereto, during normal business hours, on reasonable advance notice of not less than two Business Days, throughout the period prior to the earlier of the First Effective Time and the Termination Date, to the other party’s and its Subsidiaries’ businesses, properties, personnel, agents, contracts, commitments, books and records, other than any such matters that relate to the negotiation and execution of this Agreement, including with respect to the consideration or valuation of the Mergers or any financial or strategic alternatives thereto, or any Company Alternative Proposal or Parent Alternative Proposal, as applicable, and (ii) promptly furnish the other party and its Representatives all other information concerning its business, properties and personnel as may reasonably be requested by the other party; provided, that the Company or Parent, as applicable, may provide such access by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law (including any COVID-19 Measures). (b) Subject to 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 Subsidiaries to) (i) afford to Parent and its Representatives reasonable access, 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 its Subsidiaries’ businesses, properties, personnel, agents, contracts, commitments, books and records, and (ii) promptly furnish Parent and its Representatives (A) such financial and operating data and other information concerning the Company and its Subsidiaries as may be reasonably requested and is necessary or advisable in connection with any filings contemplated pursuant to Section 5.6 or any Post-Closing Disposition, (B) all reports or other information concerning the transactions contemplated Company and its Subsidiaries provided to third parties pursuant to the terms of any outstanding indebtedness of the Company or any of its Subsidiaries and (C) all other information concerning the Company’s business, properties and personnel as may reasonably be requested by the other party; provided, that the Company may provide such access by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law (including any COVID-19 Measures); provided, further, that to the extent access to any information of the Company or any of its Subsidiaries requires the entry of a protective order by the STB, the Company or its applicable Subsidiary shall be required to grant such access only if such order is obtained, subject to the terms of such order. (c) The foregoing provisions of this Agreement Section 5.3 notwithstanding, neither the Company nor Parent shall be required to afford such access or furnish such information if it would unreasonably disrupt the operations of such party or any of its Subsidiaries, would cause a violation of any agreement to which such party or any of its Subsidiaries is a party, would result in a loss of privilege or trade secret protection to such party or any of its Subsidiaries, would result in the course disclosure of their investigations any information in connection with any litigation or similar dispute between the parties hereto, would constitute a violation of any applicable Law or result in the disclosure of any personal information that would expose the such party to the risk of liability. In the event that Parent or the Company objects to any request submitted pursuant to and in accordance with this Section 5.3 and withholds information on the basis of the Schoolsforegoing sentence, whether obtained before the Company or after Parent, as applicable, shall inform the date other party as to the general nature of this Agreement 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 "Evaluation Material"required consent or waiver of any third party required to provide such information and (ii) shall be used only 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 subsequent operation consummation of the Schoolstransactions contemplated hereby shall be deemed to be “Confidential Information”, as such term is used in, and each shall be treated in accordance with, the confidentiality agreement, dated as of Buyer December 9, 2020, between the Company and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each Parent (the “Confidentiality Agreement”) and, as applicable, the Clean Team Confidentiality Agreement, dated as of them March 10, 2021, between the Company and Parent (the Buyer's Representatives“Clean Team Agreement”).

Access. (a) Prior to the each Closing, the Corporation Sellers shall afford permit Purchaser and its representatives to have access, during regular business hours and upon reasonable advance notice, to the Buyer (personnel and its officersproperties of Sellers and the Companies, attorneyssubject to reasonable rules and regulations of Sellers, accountants and shall, subject to applicable Laws regarding the exchange of information, furnish, or cause to be furnished, to Purchaser such financial and operating data and other authorized representatives)information, upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance in each case relating to the SchoolsCompanies and the Conveyed Properties that are the subject of such Closing, the Schools Facility, as are available and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer as Purchaser shall also be entitled to 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 the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time reasonably request, PROVIDED, that the foregoing shall not require Sellers or any Company to permit any inspection, or to disclose any information, that in the reasonable judgment of Sellers or such Company, would (i) result in the disclosure of any trade secrets of third parties or the loss of any applicable attorney-client privilege or (ii) violate any of its obligations with respect to confidentiality if Sellers or the Company, as the case may be, shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, PROVIDED, FURTHER, that Purchaser and will cause its representatives and employees shall not conduct any on-site tests or sampling or any boring, digging, drilling or other physical intrusion on or into the properties of the Corporation Companies. All requests for information made pursuant to assist Buyer in its investigation this Section shall be directed to an executive officer of ARCO, or such Person as may be designated by such executive officer. All such information shall be governed by the terms of the matters relative to the Schools. Confidentiality Agreement. (b) All information obtained by Buyer, EMI that relates to Sellers or any of their officersAffiliates (other than the Companies) that is provided, directorsconveyed, employeesobtained or furnished to Purchaser or Purchaser's representatives or that Purchaser or Purchaser's representatives otherwise obtain in the course of Purchaser's investigation of the Companies, lendertogether with any reports, investorsanalyses, agents compilations, memoranda, notes and any other writings prepared by Purchaser or Purchaser's representatives which contain, reflect or are based upon any such information ("CONFIDENTIAL INFORMATION"), shall be kept strictly confidential by Purchaser and Purchaser's representatives after the "Buyer's Representatives"Closings. Purchaser agrees that, in the event it or any its representatives are required to disclose any Confidential Information (i) in connection with any judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) or (ii) in order, in the transactions contemplated 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 receipt of a waiver from Sellers after a request in writing therefor is made by this Agreement Purchaser (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 tribunal or in order to comply with the course federal securities laws, Purchaser or its representatives may disclose such portion of such information which Purchaser, in the opinion of Purchaser's outside counsel, is legally required to disclose so long as Purchaser exercises its best efforts to obtain assurances that the information so disclosed will be kept confidential by any recipient(s). (c) In the event of termination of this Agreement, Purchaser shall promptly deliver to Sellers, or certify to Sellers that it has destroyed, all documents, work papers and other material obtained by Purchaser or on its behalf from Sellers, the Companies or any of their investigations of the Schoolsrespective agents, employees or representatives as a result hereof or in connection herewith, whether so obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativesexecution hereof.

Access. Prior to From June 8, 2011 through the Closing, the Corporation Seller shall afford to the Buyer (and its officersauthorized Representatives (i) reasonable access, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual normal business hours and in such manner as not to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope normal operation of the investigation will includeCompany’s business, 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 Schoolsproperties, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments records of Seller and future prospects the Company and to the extent appropriate officers and employees of Affiliates of Seller and the Company and shall furnish such materials authorized Representatives with all financial and matters relate to operating data and other information concerning the operation affairs of Seller and the Schools. Representatives of the Corporation will furnish to Company as Buyer and such other personsRepresentatives may reasonably request and (ii) such access as is contemplated by the Interim Operations Plan. Seller shall have the right to have a Representative present at all times during any such inspections, copies of interviews, and examinations. Additionally, Buyer shall hold in confidence all materials relating such information on the terms and subject to the business affairsconditions contained in the Confidentiality Agreement. Notwithstanding the foregoing, operationsBuyer shall have no right of access to, Facility, Assets and liabilities of the Corporation relating Seller shall have no obligation to the Schools which may be reasonably requested from time provide to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives information relating to: (the "Buyer's Representatives"i) bids received from others in connection with the transactions contemplated by this Agreement (or similar transactions) and information and analyses (including financial analyses) relating to such bids; (ii) any information the disclosure of which would jeopardize any privilege available to Seller or the Company relating to such information or would cause Seller or the Company to breach a confidentiality obligation; or (iii) any information the disclosure of which would result in the course a violation of their investigations Law. Further, Buyer shall have no right to perform or conduct any environmental sampling or other invasive environmental investigation on or about any of the Schools, whether obtained before or after Assets without the date prior written consent of Seller. All requests for information made under this Agreement (the "Evaluation Material"Section 6.3(a) shall be used only directed to the Person designated by Seller in connection with this Agreement and the subsequent operation of the Schoolsa Notice delivered to Buyer, and each of Buyer and EMI all such information provided shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and subject to the Buyer's RepresentativesConfidentiality Agreement.

Access. Prior to (a) The Companies shall, through the Closing, the Corporation shall afford to the Buyer (and its officers, attorneys, accountants and other authorized representatives)Closing Date, upon reasonable noticenotice and during normal business hours: (i) make available in the Data Room for inspection by the counsel, free auditors and full access during usual business hours to its relevant officesrepresentatives of UEC, personnelall of the Companies’ respective books, books and records records, contracts, documents, correspondence and other datawritten materials, financial or otherwise, so that Buyer may have full and afford such Persons every reasonable opportunity to make copies thereof and take extracts therefrom at the sole cost of UEC; (ii) authorize and permit such investigation as it shall desire Persons at the risk and the sole cost of UEC, and only if such Persons do not unduly interfere in the operations of the Assets and the Companies, to attend at all of its respective places of business and operations to observe the conduct of its business and operations, inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and (iii) require the Schools Companies’ management personnel to respond to all reasonable inquiries concerning the business, Liabilities, assets, and the conduct of its business. (b) UEC shall, for a period of at least five business days prior to the Closing Date, upon reasonable notice and during normal business hours: (i) make available for inspection by the Corporationcounsel, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements auditors 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 also be entitled to discuss with officers of Pacific Road Funds and the CorporationCompanies, its counsel, employees and independent public accountantsat such location as is appropriate, all of its UEC’s books, records and other corporate documentsrecords, contracts, pricing documents, correspondence and service policiesother written materials, commitments and future prospects afford such Persons every reasonable opportunity to make copies thereof and take extracts therefrom at the extent such materials and matters relate to the operation sole cost of the Schools. Representatives 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 Corporation will furnish Pacific Road Funds and the Companies, and only if such Persons do not unduly interfere in the operations of UEC, to Buyer attend at all of its places of business and such other personsoperations to observe the conduct of its business and operations, copies inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and (iii) require UEC’s management personnel to respond to all materials reasonable inquiries concerning UEC’s business assets or the conduct of its business relating to the business affairs, operations, Facility, Assets its Liabilities and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativesobligations.

Access. Prior (a) Subject to confidentiality obligations that may be applicable to information furnished to Seller or any of its Subsidiaries by Third Parties that may be in Seller’s or any of its Subsidiaries’ possession from time to time, during the Interim Period, to the Closingextent permitted by applicable Law, including in accordance with the Corporation HSR Act, Seller shall, and shall afford to the Buyer (cause its Affiliates to, during ordinary business hours and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice: (i) give Buyer and any of its Affiliates and its and their respective Representatives reasonable access to the physical sites, free and full access during usual business hours to its relevant officesproperties, personnelfacilities, financial materials, books and records of Seller and other dataits Affiliates to the extent related to the Business, financial or otherwisethe Purchased Assets and the Assumed Obligations; (ii) permit Buyer, so that Buyer may have full opportunity its Affiliates and its and their respective Representatives to make such investigation reasonable inspections thereof as it shall desire of Buyer may reasonably request; (iii) furnish Buyer, its Affiliates and its and their respective Representatives with (or provide access to) such financial and operating data and other information with respect to the Business, Purchased Assets and the business Assumed Obligations (and operations of the Schools by the Corporationany properties, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will includefacilities, but not be limited to, a verification of the Corporation's Financial Statements books and a review of the Corporation's control procedures, regulatory compliance relating records related thereto) as Buyer may from time to the Schools, the Schools Facility, time reasonably request; and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation(iv) furnish Buyer, its counselAffiliates and its and their respective Representatives with (or provide access to) a copy of each material report, employees schedule, or other Document (and independent public accountantsany properties, all of its booksfacilities, financial materials, books and records and other corporate documents, contracts, pricing and service policies, commitments and future prospects related thereto) (which may be reasonably redacted by Seller to the extent not related to the Business) filed or submitted by Seller with, or received by Seller from, any Governmental Entity, in each case: (A) to comply with reporting, disclosure, filing, or other requirements imposed on Buyer or its Affiliates (including under applicable securities Laws) or for other bona fide business reasons; (B) to satisfy audit, accounting, claims, regulatory, litigation, subpoena, or other similar requirements; (C) to comply with the obligations of Buyer under this Agreement or the Ancillary Agreements or (D) to reasonably aid Buyer and its Affiliates with respect to the transition of the Business to Buyer from and after the Closing; provided, however, that any such materials access will be conducted at Buyer’s risk and matters relate expense, at a reasonable time, under the supervision of Seller’s or its Affiliates’ personnel; and (w) any such investigation will be conducted in such a manner as not to interfere unreasonably with the operation of the Schools. Representatives Business or any other Person, including the business of Seller and its Affiliates; (x) none of Seller or its Affiliates shall be required to take any action which would constitute or result in a waiver of any of the Corporation will furnish foregoing to Buyer and such the extent subject to the attorney-client privilege, attorney work product privilege, or other persons, copies applicable legal privilege of all materials Seller or any of its Affiliates or Representatives; (y) Seller shall not be required to supply any information relating to the business affairssale process for the Business and information and analysis (including financial analysis) relating thereto; and (z) none of Seller or its Affiliates shall be required to supply Buyer with any information which Seller or its Affiliate is under a legal obligation not to supply (provided, operationsthat, Facilityin the case of this clause (z), Assets and liabilities of the Corporation relating to the Schools extent reasonably practicable, Seller shall provide Buyer with a reasonably detailed summary of such withheld information in a manner which would not violate such legal obligation not to supply); provided, further, that Buyer’s access to the Real Property may be limited to the extent Seller reasonably determines that (A) any such restrictions are required pursuant to any Contracts or instruments related to or governing the Real Property or (B) any such access would jeopardize the health and safety of any of its employees or other Representatives (including in light of any Pandemic). Notwithstanding the foregoing, Seller may, upon the advice of outside counsel, which may be internal counsel, reasonably requested from time designate any competitively sensitive material provided to time Buyer under this Section 7.2 as “outside counsel only.” Such materials and will the information contained therein shall be given only to Buyer’s outside counsel, and Buyer shall cause representatives and employees of the Corporation such outside counsel not to assist Buyer in its investigation of the matters relative disclose such materials or information to the Schools. All information obtained by Buyer’s Affiliate or employees, EMI or any of their officers, directors, employeesor other Representatives of Buyer, lenderunless express written permission is obtained in advance from the source of the materials. Notwithstanding anything herein to the contrary, investorsno such access, agents disclosure, or copying shall be permitted for a purpose relating to a dispute or potential dispute between Seller and other representatives Buyer or any of its respective Affiliates. All requests for access and information pursuant to this Section 7.2 shall be made to such Representatives of Seller as Seller shall designate in writing, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. (b) Notwithstanding anything in this Section 7.2 to the "Buyer's Representatives"contrary: (i) Buyer will not have access to human resources, personnel, and medical records if such access could, in connection with Seller’s opinion (in its sole discretion), subject Seller to risk of Liability or otherwise violate applicable Law, including the transactions contemplated Health Insurance Portability and Accountability Act of 1996; (ii) Buyer will not have access to any information to the extent relating to any Tax Return of Seller or any of its Affiliates that does not constitute a Document; and (iii) any investigation of environmental matters by this Agreement or on behalf of Buyer will be limited to visual inspections, site visits, records reviews, and employee interviews commonly included in the course scope of their investigations “Phase 1” level environmental site assessments and environmental compliance reviews, and Buyer will not have the right to perform or conduct any sampling or testing at, in, on, or underneath any of the SchoolsPurchased Assets without the express written consent of Seller (which consent can be withheld, whether obtained before conditioned or after delayed in Seller’s sole discretion). Buyer shall abide by Seller’s safety rules, regulations, and policies (including the date execution and delivery of any documentation or paperwork (e.g., Liability releases)) with respect to Buyer’s access to any of the Real Property to the extent disclosed to Buyer in advance or at the time of such access. Seller shall have the right to have a Representative present at all times during any such inspections, interviews, and examinations. Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty, covenant, or agreement given or made by Seller in this Agreement. (c) (i) BUYER, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE REPRESENTATIVES, AS APPLICABLE, WAIVE AND RELEASE ALL DAMAGES AND LOSSES AGAINST THE SELLER INDEMNIFIED PARTIES FROM AND (ii) BUYER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE SELLER INDEMNIFIED PARTIES FROM AND AGAINST ALL DAMAGES AND LOSSES RESULTING FROM OR RELATING TO THE ACTIVITIES OF BUYER, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE REPRESENTATIVES UNDER THIS SECTION 7.2, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT, OR COMPARATIVE NEGLIGENCE (INCLUDING GROSS NEGLIGENCE), WILLFUL MISCONDUCT, STRICT LIABILITY, OR OTHER FAULT OR VIOLATION OF LAW BY THE SELLER INDEMNIFIED PARTIES. The foregoing indemnification obligation shall survive the Closing or the termination of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesAgreement.

Access. Prior From the date of this Agreement to the ClosingEffective Time, the Corporation Company shall, and shall afford cause each of its subsidiaries and each of their respective Representatives to use reasonable efforts to: (i) provide to Parent and Merger Sub and their respective Representatives reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of the business conducted by the Company or any of its subsidiaries, upon prior written notice to the Buyer (Company, to the officers, employees, auditors, properties, offices and other facilities of the Company and its officers, attorneys, accountants subsidiaries and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, the books and records thereof; and other data(ii) furnish promptly to Parent and Merger Sub and their respective Representatives such information concerning the business, financial or otherwiseproperties, so that Buyer may have full opportunity to make such investigation as it shall desire contracts, assets and liabilities of the Assets Company and its subsidiaries as Parent and Merger Sub or their respective Representatives may reasonably request; provided that the foregoing shall not require the Company or any of its subsidiaries or Representatives to furnish any such materials that are otherwise publicly available; provided, further, that the Company shall not be required to (or to cause any of its subsidiaries to) afford such access or furnish such information to the extent that the Company believes in good faith that doing so would: (A) result in a loss of attorney-client privilege or work-product protection; (B) violate any obligations of the Company or any of its subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its subsidiaries is a party; or (C) breach, contravene, or violate any applicable law (including the HSR Act or any other antitrust or competition law); provided, further, that the Company shall use commercially reasonable efforts to obtain any consents of third parties that are necessary to allow such information to be disclosed to Parent, Merger Sub and their respective Representatives and shall otherwise use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a breach of clauses (A), (B) or (C), including pursuant to the use of “clean room” arrangements pursuant to which Representatives of Parent could be provided access to such information). Notwithstanding anything contained in this Agreement to the contrary, neither party shall be required to provide any access or make any disclosure to the other pursuant to this Section 5.02 to the extent such access or information is reasonably pertinent to a litigation where the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties. Parent and the business Company may, as each deems advisable and operations necessary, reasonably designate any competitively sensitive material to be provided to the other under this Section 5.02 as “Outside Counsel Only Material.” Such materials and information contained therein shall be given only to the outside counsel of the Schools recipient and will not be disclosed by such outside counsel to employees, officers or directors of the Corporationrecipient unless express permission is obtained in advance from the source of the materials (Parent or the Company, provided that such investigation as the case may be) or its legal counsel. Any access to the Company’s properties shall not unreasonably interfere with the Corporation's operationsoperations thereon, shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform any “invasive” environmental testing. The scope Notwithstanding the foregoing, any access to any Leased Real Property shall be subject to the Company’s reasonable security measures and the insurance requirements of the investigation will includeapplicable Lease and shall not include the right to perform any “invasive” testing or soil, but not be limited toair or groundwater sampling, a verification of the Corporation's Financial Statements and a review of the Corporation's control proceduresincluding, regulatory compliance relating to the Schoolswithout limitation, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativesenvironmental site assessment.

Access. Prior Seller will (a) during ordinary business hours and upon ------ reasonable notice from Buyer, permit Buyer and its authorized representatives to have access to all Purchased Assets, including without limitation books, records, offices and other facilities and properties of the Business, in order to make such inspections, tests, and investigations as Buyer shall deem appropriate, (b) furnish, as soon as reasonably practicable, to Buyer or its authorized representatives such financial and operating data and other information in Seller's possession with respect to the ClosingPurchased Assets as Buyer may from time to time reasonably request, (c) make available copies of all insurance policies covering the Corporation shall afford Purchased Assets and the Assumed Liabilities, (d) make available to the Buyer a copy of each material report, schedule or other document (and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent 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 by Buyer; provided, however, that (i) any such materials and matters relate inspection shall be -------- -------- conducted in such a manner as to not interfere unreasonably with the operation of the Schools. Representatives Purchased Assets, (ii) neither the Seller nor the Company shall be required to take any action that would constitute a waiver of the Corporation will furnish 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 presence of representatives of Seller and Buyer and such other persons, shall not make copies of such information. Without Seller's prior written consent, Buyer shall not be entitled or permitted (i) to perform or cause to be performed any invasive actions or any drilling, or (ii) to initiate any inquiry or request (including any inquiry or request relating to any zoning variance, zoning change or conditional use permit) directed at any governmental official with respect to the Real Property; provided, however, that nothing in this clause shall be deemed to prevent Buyer from inspecting or reviewing any or all materials 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 business affairs, operations, Facility, Assets and liabilities whole or any part of the Corporation relating to the Schools which may be reasonably requested Real Property. Buyer shall indemnify, defend and hold Seller harmless from time to time and will cause representatives against any and employees all claims and liens arising out of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each respective activities of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each its authorized representatives in and about the Real Property prior to the Closing or earlier termination of them and the Buyer's Representativesthis Agreement.

Access. Prior to the Closing, the Corporation shall afford to the Buyer (and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives"a) in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after Between the date of this Agreement (and the "Evaluation Material"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 the authorized representatives and agents of the Buyer free and reasonable access to and the right to inspect the assets, properties, books and records thereof and their respective Affiliates to the extent related to any Acquired Company or any Acquired Property, and will furnish, or cause to be furnished to, the Buyer such additional financial and operating data and other information regarding the same as the Buyer may from time to time reasonably request and is available to Sellers or any Acquired Company. Sellers will, and will cause each Acquired Company to, make reasonably available for conference any of their respective officers and employees and will attempt to make available their respective agents vendors or suppliers who are involved in the business conducted at any Acquired Property as reasonably requested by the Buyer and will supply, or cause to be supplied, to the Buyer all other information that the Buyer deems necessary to review the Acquired Property as is available to Sellers or any Acquired Company. The Buyer and the Buyer’s agents, representatives and designees will also have the continuing right until the appropriate closing date to enter in and upon the Acquired Properties to inspect, examine, survey and make any borings, soil bearing tests, monitoring ▇▇▇▇▇, or other physical tests and any other engineering, structural, building system, environmental, architectural or landscaping test, drawings, investigations, analyses or surveys which the Buyer deems necessary or appropriate, subject to the prior written approval of Seller, which approval shall not be unreasonably withheld. Any access pursuant to this Section 6.2(a) shall be used only subject to the terms of the applicable Property Lease. (b) The Buyer will cooperate with Sellers to conduct the inspections, examinations, surveys, tests, drawings, investigations, analyses, surveys, reviews and interviews contemplated in connection with this Agreement 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 subsequent operation 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 in the performance of the Schoolssuch inspections, examinations, surveys, analyses, tests, drawings, investigations, surveys, reviews and each interviews, except that in no event shall Buyer be liable for any Damages based solely on its discovery of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativespre-existing conditions.

Access. Prior to (a) From and after the ClosingExecution Date, until 5:00 p.m. Central time on the Corporation thirtieth (30th) day after the Execution Date (the “Defect Deadline”), Seller shall afford to the give Buyer (and any of its officers, employees, agents, accountants, attorneys, accountants investment bankers, landmen, consultants or other designated representatives (collectively, “Buyer’s Representatives”)) reasonable access to Seller’s personnel and other authorized representativesthe Conveyed Properties (including the Records in Seller’s or its affiliate’s possession), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such solely for the purpose of Buyer’s due diligence investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will includeConveyed Properties, 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 also be entitled to 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 only to the extent that Seller or its affiliates may do so without violating any confidentiality or other obligations to any third party and only to the extent that Seller or its affiliates have the authority to grant such materials access without breaching any obligation or restriction binding on Seller or any of its affiliates; provided that Seller shall use its commercially reasonable efforts to obtain a waiver of any such obligation or restriction. Such access by Buyer shall be limited to Seller’s normal business hours, and matters relate to Buyer’s investigation shall be conducted in a manner that minimizes interference with the operation of the Schools. Representatives Conveyed Properties and at the sole cost and expense of Buyer. (b) Buyer acknowledges that the permission of the Corporation operator (if other than Seller or its affiliate) or another third Person may be required before Buyer will furnish be able to Buyer inspect portions of the Conveyed Properties and that such other persons, copies of all materials relating permission must be obtained prior to the business affairsinspection of such portions. Seller shall use commercially reasonable efforts to obtain such permission for Buyer upon Buyer’s request. All investigations and due diligence conducted by Buyer or Buyer’s Representatives shall be conducted at Buyer’s sole cost, operations, Facility, Assets risk and liabilities expense (except to the extent caused by the gross negligence or willful misconduct of the Corporation relating to the Schools which may be reasonably requested Seller Indemnified Parties), and any conclusions made from time to time any such investigations and will cause representatives and employees of the Corporation to assist due diligence done by Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officersBuyer’s Representatives shall result from Buyer’s own independent review and judgment. Buyer agrees to comply with (and to cause Buyer’s Representatives to comply with) the rules, directors, employees, lender, investors, agents regulations and other representatives instructions issued by Seller or any operator of the Conveyed Properties regarding the actions of Buyer (the "and Buyer's ’s Representatives") in connection with the transactions contemplated by conducting any inspection pursuant to this Agreement Section 6.1. Any physical inspections or in the course of their investigations of the Schools, whether obtained before other environmental review or after the date of this Agreement diligence (the "Evaluation Material"including Buyer’s Environmental Review) shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential performed by each of them and the Buyer's Representativesa reputable engineering firm and/or environmental consultant reasonably acceptable to Seller.

Access. Prior to Between the date hereof and the Closing, Seller (i) shall give, and shall use commercially reasonable efforts to cause the Corporation shall afford Acquired Companies to the give, each Buyer (and its officersauthorized representatives reasonable access, attorneysduring regular business hours and upon reasonable advance Notice, accountants to such employees, plants, pipelines, and other authorized representatives)facilities, upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, such books and records records, of the Acquired Companies and other dataSeller, financial or otherwise, so that as are reasonably necessary to allow each Buyer may have full opportunity and its authorized representatives to make such investigation inspections as it shall desire 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 Assets and ownership interests in the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating Acquired Companies from Seller to the Schools, the Schools Facility, applicable Buyer and material contracts and litigation relating (ii) shall use commercially reasonable efforts to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with cause officers of the Corporation, Acquired Companies to furnish each Buyer and its counsel, employees authorized representatives with such financial and independent public accountants, all of its books, records operating data and other corporate documents, contracts, pricing and service policies, commitments and future prospects information with respect to the extent Acquired Companies as is available to such materials officers and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to as such Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time reasonably request. Neither Buyer shall have any right of access to, and will cause representatives and employees of the Corporation Seller shall have no obligation to assist Buyer in its investigation of the matters relative provide to the Schools. All information obtained by either Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives"1) bids received from others in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids, or in (2) any information the course disclosure of which Seller has concluded, based on the advice of outside legal counsel, is reasonably likely to jeopardize any privilege available to any Acquired Company or Seller relating to such information or to cause either Seller or any Acquired Company or any of their investigations Affiliates to breach a confidentiality obligation, provided that Seller shall use commercially reasonable efforts to obtain a waiver of any such confidentiality obligations (collectively, the Schools“Excluded Information”). Each Buyer agrees that if Seller or an Acquired Company inadvertently furnishes to such Buyer copies of or access to Excluded Information, such Buyer will, upon Seller’s request promptly return same to Seller or such Acquired Company together with any and all extracts therefrom or notes pertaining thereto (whether obtained before in electronic or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativesother format).

Access. Prior Seller (i) shall give to the ClosingBuyer and to its representatives (such representatives to include employees, the Corporation shall afford to the Buyer (and its officersconsultants, attorneysindependent contractors, accountants attorneys and other authorized representatives), upon reasonable notice, free and advisors of Buyer) full access during usual business hours to its relevant all of the Properties and the Records, as well as all of the offices, personnel, books books, files, records, contracts, correspondence, computer output and records data files (to the extent Seller has the right to make same available), maps, data, reports, plats and other documents of Seller or to which Seller has access pertaining to any of the Properties including all abstracts of title, lease files, unit files, production marketing files, title policies, title opinions, title files and title records, ownership maps, surveys and any other information, data, financial or otherwiserecords, so that Buyer and files which Seller may have full opportunity (or have access to) relating in any way to make such investigation as it shall desire of the Assets Properties, the past or present operation thereof and the business marketing of production therefrom (and operations Buyer shall have the right to copy same); (ii) shall obtain and submit to Buyer or its representatives, at Buyer’s expense, as promptly as practicable, such abstracts, title reports, status reports, certificates of title, certificates of facts and other evidence of title covering the Schools Properties as requested by Buyer; (iii) shall furnish to Buyer all other information with respect to the CorporationProperties as reasonably requested by 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 investigation shall not unreasonably interfere prohibition; (iv) hereby authorizes Buyer and its representatives to consult with attorneys, abstract companies and other consultants or independent contractors of Seller (whether utilized in the Corporation's operations. The scope of past or presently) concerning title related matters; and (v) hereby authorizes Buyer and its representatives to consult with any other parties or review any records deemed necessary by Buyer to ascertain the 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 status for any matter relating to the SchoolsProperties, including the Schools Facility, and material contracts and litigation relating to right inspect the Schools. Duly authorized representatives environmental condition of the Properties and conduct testing in connection therewith. With respect to computerized materials which are owned by Seller, over which Seller has control or to which Seller has access, Seller shall make available such materials to Buyer shall also be entitled to 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 the extent such materials it is not prohibited from so doing by existing contractual commitments and matters relate will use its reasonable best efforts to make available to Buyer after the Closing the use of any computer services which Buyer reasonably desires to utilize in the ownership or operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesProperties.

Access. Prior to the ClosingThe Company will, the Corporation shall afford to the Buyer (and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause each of the other Hasbro Companies to, (a) permit the Agent, by its representatives and employees agents, to inspect any of the Corporation to assist Buyer in its investigation properties, including, without limitation, corporate books, computer files and tapes and financial records of each of the matters relative Hasbro Companies, to examine and make copies of the books of accounts and other financial records of each of the Hasbro Companies at such reasonable times and intervals as the Agent may determine, and (b) permit each of the Banks to discuss the affairs, finances and accounts of each of the Hasbro Companies with, and to be advised as to the Schoolssame by, their respective officers at such reasonable times and intervals as the Banks may designate. All The Banks and the Agent agree that they will treat in confidence all financial information with respect to the Company and its Subsidiaries and all information obtained by Buyerduring such inspection or discussion or pursuant to 9.5 which has not become public without violation hereof, EMI and will not, without the consent of the Company, disclose such information to any third party or any trust or investment employee or trust or investment officer of their officersany Bank, directorsand, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement if any representative or in the course of their investigations agent of the SchoolsBanks or the Agent shall not be an employee of one of the Banks or the Agent or any affiliate of the Banks or the Agent, whether obtained before or after the date of this Agreement (the "Evaluation Material") such designee shall be used only reputable and of recognized standing and shall agree in connection with this Agreement and writing to treat in confidence the subsequent operation information obtained during any such inspection and, without the prior written consent of the SchoolsCompany, not to disclose such information to any third party or make use of such information for personal gain. Notwithstanding the foregoing, the Company hereby authorizes the Agent and each of Buyer the Banks to disclose information obtained pursuant to this Agreement to banks or other financial institutions who are participants or potential participants in or assignees of the Loans made or to be made hereunder (provided, that prior to any such disclosure to any such participant, potential participant or assignee, such Person shall have agreed to be bound by the provisions of this 9.10 and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential 22 pursuant to a confidentiality agreement substantially in the form of Exhibit I hereto and provided to the Company), and where required by each of them and the Buyer's Representativesapplicable law or required or requested by governmental or regulatory authorities.

Access. Prior to the Closing, the Corporation shall afford to the Buyer (and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, 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 a) To the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other personspermitted by applicable Law, 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 requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after between the date of this Agreement and the Closing Date, Seller will, during ordinary business hours and upon reasonable notice, (i) give Buyer and Buyer’s Representatives reasonable access to the "Evaluation Material"Purchased Assets; (ii) permit Buyer to make such reasonable inspections thereof as Buyer may reasonably request; (iii) furnish Buyer with such financial and operating data and other information with respect to the Business as Buyer may from time to time reasonably request; and (iv) furnish Buyer with a copy of each material report, schedule, or other document principally relating to the Business filed or submitted by Seller with, or received by Seller from, any Governmental Entity; provided, however, that (i) any such investigation will be conducted in such a manner as not to interfere unreasonably with the operation of the Business or any other Person; (ii) Seller shall not be used only required to take any action which would constitute or result in a waiver of the attorney-client privilege; and (iii) Seller shall not be required to supply Buyer with any information which Seller is under a legal obligation not to supply. Buyer will indemnify and hold harmless Seller from and against any Losses incurred by Seller, its Affiliates or their Representatives by any action of Buyer or Buyer’s representatives while present on any of the Purchased Assets or other premises to which Buyer is granted access hereunder (including restoring any such premises to the condition substantially equivalent to the condition such premises were in prior to any such investigation). Notwithstanding anything in this Section 7.2 to the contrary, (i) Buyer will not have access to personnel and medical records if such access could, in Seller’s good faith judgment, subject Seller to risk of liability or otherwise violate the Health Insurance Portability and Accountability Act of 1996 and (ii) any investigation of environmental matters by or on behalf of Buyer will be limited to visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections, and Buyer will not have the right to perform or conduct any other sampling or testing at, in, on, or underneath any of the Purchased Assets. (b) For a period of three (3) years after the Closing Date, each Party and its representatives will have reasonable access to all of the books and records relating to the Business or the Purchased Assets, including all Transferred Employee Records, in the possession of the other Party, and to the employees of the other Party, to the extent that such access may reasonably be required by such Party in connection with this Agreement and the subsequent Assumed Obligations or the Excluded Liabilities, or other matters relating to or affected by the operation of the SchoolsBusiness 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 each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential 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 each either Party in connection therewith. If the Party in possession of them such books and records desires to dispose of any such books and records prior to the Buyer's Representativesexpiration of such seven-year period, such Party will, prior to such disposition, give the other Party a reasonable opportunity at such other Party’s expense to segregate and take possession of such books and records as such other Party may select.

Access. Prior to (a) From and after the Closing, the Corporation shall afford Buyer agrees to the Buyer (cooperate with and to grant to each Seller Party and its Affiliates and their respective officers, employees, attorneys, accountants accountants, representatives and other authorized representatives)agents, upon during normal business hours, reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books the information and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Transferred Assets received by Buyer shall also be entitled to 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 the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement and to permit copying of documents and records for the purposes of (i) any financial reporting or in Tax matters (including without limitation any financial and Tax audits, Tax contests, Tax examination, preparation for any Returns or financial records); (ii) any regulatory reporting matters; (iii) any investigation being conducted by any Governmental Body involving the course Transferred Assets; (iv) any claims or litigation (other than between the Parties) involving the Transferred Assets; or (v) any similar or related matter. Each Seller Party shall use commercially reasonable efforts to ensure that its access to and requests for records and documents pursuant to this Section 9.6 (Access) are conducted so as not to interfere with the normal and ordinary operation of their investigations Buyer’s business. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. (b) Buyer agrees to retain or cause to be retained all books and records pertinent to the Transferred Assets and the Licensed Know-How for at least [***] after the Closing Date. If Buyer desires to dispose of any of the SchoolsTransferred Records prior to the expiration of such [***] period, whether obtained before or after the date of this Agreement (the "Evaluation Material") Buyer shall, prior to such disposition, give Seller Parties a reasonable opportunity, at Seller Parties’ expense, to separate and remove such Transferred Records as Seller Parties shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativesselect.

Access. (a) Prior to the Closing, Raintree and the Corporation Company shall afford permit Buyer and its representatives to have access, during regular business hours and upon reasonable advance notice, to all information, wherever located, obtained by Raintree or the Company from Bancomer under the Bancomer Agreement or from any advisors or other source with respect to the Transactions under the control or direction of Raintree and/or the Company. (b) In the event of the termination of this Agreement, Buyer (and its officersshall promptly deliver to the Company, attorneysall original documents, accountants work papers and other authorized representatives), upon reasonable notice, free and full access during usual business hours to material obtained by Buyer or on its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets behalf from Raintree and the business and operations of the Schools by the CorporationCompany, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officersrespective agents, directors, employees, lender, investors, agents and other employees or representatives (the "Buyer's Representatives") as a result hereof or in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, herewith whether so obtained before or after the date execution hereof. Buyer shall at all times prior to the Closing Date, and in the event of termination of this Agreement Agreement, cause any information so obtained to be kept confidential and will not use, or permit the use of, such documents, work papers and other materials in its business or any other manner or for any other purpose except as contemplated hereby. The foregoing shall not preclude Buyer from (i) disclosing any information obtained from Raintree or the "Evaluation Material"Company to Buyer's consultants, accountants, legal advisors or other similar representatives, (ii) shall be used only using or disclosing such information which currently is known generally to the public or which subsequently has come into the public domain, other than because of disclosure in connection with violation of this Agreement Agreement, (iii) using or disclosing of such information that becomes available to Buyer on a non-confidential basis from a source other than Raintree, the Company or Raintree's or the Company's agents provided that such source does not have an obligation prohibiting the disclosure of such information, (iv) disclosure to Buyer's officers, directors and/or affiliates or (v) disclosing such information required by Law or court order, provided, that, as soon as Buyer has knowledge of the requirement for such disclosure, Buyer will promptly give the Company oral and then written notice of the nature of the Law or order requiring disclosure and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will disclosure to be otherwise kept strictly confidential by each of them and the Buyer's Representativesmade in accordance therewith.

Access. Prior During the pendency of this Agreement, Purchaser, personally or through its authorized agents, shall be entitled upon reasonable advance notice to the Closing, applicable Seller Party to enter upon the Corporation shall afford to the Buyer (and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access Real Property during usual normal business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may shall have full opportunity the right to make such investigation investigations, studies and analyses as it Purchaser deems necessary or advisable, subject to the following limitations: (a) such access shall desire not violate any law or, so long as the same has been delivered to Purchaser, any agreement to which Seller is a party; (b) a representative of the Assets applicable Seller Party shall have the right to be present when Purchaser or its representatives conducts its or their investigations on the Real Property or communicates with any Tenants, (c) neither Purchaser nor its representatives shall interfere with any construction activities taking place on the Real Property (except to a de minimis extent); (d) neither Purchaser nor its agents shall damage the Real Property or any portion thereof (except to a de minimis extent); (e) before Purchaser or its agents enter onto the Real Property, Purchaser shall deliver to the applicable Seller Party a certificate of insurance naming the applicable Seller Party as an additional insured, evidencing commercial general liability insurance (including property damage, bodily injury and death) issued by an insurance company having a rating of at least “A-VII” by A.M. Best Company, with limits of at least $1,000,000 per occurrence for bodily or personal injury or death and $2,000,000 aggregate per location; (f) Purchaser shall: (i) use reasonable efforts to perform all on-site due diligence reviews on an expeditious and efficient basis; and (ii) indemnify, hold harmless and defend the Seller and the business Seller Parties against, and operations hold each of the Schools by the Corporationthem harmless from, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will includeall loss, but not be limited toliability, a verification of the Corporation's Financial Statements claims, costs (including reasonable attorneys’ fees), liens and a review of the Corporation's control procedures, regulatory compliance damages resulting from or relating to the Schoolsactivities of Purchaser or its agents; provided, the Schools Facilityhowever, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer that Purchaser shall also be entitled to discuss with officers of the Corporationnot indemnify, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI hold harmless or defend Seller or any of their officersthe Seller Parties against any loss, directorsliability, employeesclaims, lendercosts (including reasonable attorney’s fees), investorsliens or damages caused by any Seller Party’s negligence or willful misconduct, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations which arise out of the Schoolsmere discovery of conditions that were present before Purchaser entered onto the Real Property, whether obtained before and (g) without Seller’s prior written consent, which Seller may give or after withhold in its absolute discretion, Purchaser shall not conduct any Phase II investigations, soil borings or other invasive tests on or around the date Real Property. The foregoing indemnification obligation shall survive the Closing or termination of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesAgreement.

Access. Prior On and after the Closing Date, the Purchaser will cause the Companies to afford promptly to the ClosingSeller and its agents reasonable access to each of their respective properties, the Corporation shall afford books, records, employees and auditors to the Buyer (and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours extent necessary to permit the Seller to determine any matter relating to its relevant officesrights and obligations hereunder or to any period ending on or before the Closing Date; provided, personnelhowever, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make any such investigation as it shall desire of the Assets and the business and operations of the Schools access by the Corporation, provided that such investigation Seller shall not unreasonably interfere with the Corporation's operationsconduct of the business of the Purchaser. The scope Purchaser shall promptly provide the Seller with copies of any environmental assessments or audits of any of the investigation will include, but not be limited to, a verification properties of the Corporation's Financial Statements and a review of Seller conducted by the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools FacilityPurchaser or its representatives. The Purchaser will hold, and material contracts and litigation relating will use its reasonable best efforts to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, cause its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lenderaccountants, investorscounsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by Requirements of Law, all confidential documents and information concerning the Seller or the Companies provided to it pursuant to this Section 6.2. The Purchaser agrees that it is not authorized to and will not (and will not permit any of its officers, directors or Affiliates to) contact any director, employee, supplier, customer or other representatives (material business relation of the "Buyer's Representatives") Seller or the Companies prior to the Closing without the prior written consent of the Seller except for contacts in connection with the ordinary course of the Purchaser’s business that do not make inquiry or disclosure respecting the Companies, the Seller, the transactions contemplated by this Agreement Agreement, the Purchaser’s contact or in interaction with the course of their investigations of Companies or the SchoolsSeller, whether obtained before or after the date existence of this Agreement (or any other interaction involving the "Evaluation Material") shall be used only in connection with this Agreement and Companies or the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesSeller.

Access. Prior (a) Subject to the Closing, the Corporation shall afford to the Buyer (and its officers, attorneys, accountants and other authorized representatives)Section 8.17 hereof, upon reasonable notice, free each of IP, with respect to the Spinco Business, Spinco and full 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 during usual business hours to its relevant officesRepresentatives and, personnelduring normal business hours, books and records and other data, financial or otherwise, so in a manner 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 does not unreasonably interfere with business and operations, to its and its Subsidiaries’ and the Corporation's operations. The scope of the investigation will includeSpinco Subsidiaries’ officers, but not be limited toproperties, a verification of the Corporation's Financial Statements and a review of the Corporation's control proceduresContracts, regulatory compliance relating to the Schoolscommitments, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records (including Returns) and any report, schedule or other document filed or received by it pursuant to the requirements of the federal or state securities Laws, and shall use their respective reasonable best efforts to cause its respective representatives to furnish promptly to the other such additional financial and operating data and other corporate documentsinformation, contractsincluding environmental information, pricing as to its and service policiesits Subsidiaries’ and the Spinco Subsidiaries’ respective businesses and properties as the other or its duly authorized representatives, commitments as the case may be, may reasonably request, and future prospects instruct its employees, legal counsel, financial advisors, auditors and other authorized representatives to reasonably cooperate with the extent other in such materials and matters relate other Party’s investigation; provided, however, that the foregoing shall not permit any Party to the operation conduct any invasive or destructive environmental sampling, testing or analysis (including without limitation any of the Schools. Representatives nature commonly referred to as a Phase II environmental assessment) on the other Party’s property. (b) For the purposes of the Corporation will furnish this Section 8.10, all communications, including requests for information or access, pursuant to Buyer this Section 8.10, shall only be made by and such other personsamong representatives of each of IP, copies Spinco and UWWH, each of all materials relating to the business affairswhom shall initially be designated in writing by each of IP, operationsSpinco and UWWH, Facilityrespectively, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested 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 representatives their respective Subsidiaries to hold, and employees will direct its and their Representatives to hold, any and all information received from any of the Corporation Parties, directly or indirectly, in confidence in accordance with the Confidentiality Agreement and Section 8.17. (d) Notwithstanding any other provision of this Section 8.10 or the other provisions of this Agreement, IP shall not be required to assist Buyer in its investigation provide a copy of (or access to) any (i) information with respect to any business conducted by IP, other than the matters relative Spinco Business, or (ii) IP Income Tax Return or IP Non-Income Tax Return (other than as required pursuant to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesTax Matters Agreement).

Access. Prior to the Closing, the Corporation shall afford to the Buyer (and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives"a) in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date Upon execution of this Agreement (until the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation earlier to occur of the SchoolsClosing or the termination of this Agreement, Seller shall give Purchaser, its Affiliates, and each of Buyer their respective officers, agents, accountants, attorneys, investment bankers, environmental consultants and EMI other authorized representatives (“Purchaser’s Representatives”) reasonable access to the Records in Seller’s or any of its Affiliates’ possession and (to the extent any required consents, if any, of applicable Third Party operators have been received, after Seller uses its commercially reasonable efforts to obtain the same; provided that Seller shall assure not be obligated to expend any monies to obtain such consents) to the Assets, in each case during Seller’s normal business hours, for the purpose of conducting a due diligence review of the Assets, in each case to the extent that Seller may provide such access without (i) violating applicable Laws or breaching any Contracts, (ii) waiving any legal privilege of Seller, any of its Affiliates, or its counselors, attorneys, accountants, or consultants, or (iii) violating any obligations to any Third Party. Such access shall be granted to Purchaser and the 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 with access to those Assets operated by Third Parties shall be limited to requesting that the applicable Third Party operator provide Purchaser’s Representatives with access to such Assets. All investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives with respect to the Assets prior to Closing shall be conducted at Purchaser’s sole cost, risk, and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller or its designee shall have the right to accompany Purchaser and Purchaser’s Representatives whenever they are on site on the Assets prior to Closing and are permitted to collect split test samples if any are collected prior to the Defect Deadline. Prior to Closing, Purchaser’s investigation and review shall be conducted in a manner that minimizes interference with the ownership or operation of the 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 Evaluation Material will be otherwise kept strictly confidential by copies of the Records, reports, summaries, evaluations, due diligence memos, and derivative materials related thereto in the possession or control of Purchaser or any of Purchaser’s Representatives and (y) shall keep and shall cause each of them Purchaser’s Representatives to keep, any and all information obtained by or on behalf of Purchaser confidential, except, in each case, as otherwise required by Law. (b) Purchaser agrees to indemnify, defend, and hold harmless each member of the Seller Group and the Buyer's 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 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 Purchaser’s due diligence, (ii) restore the Assets damaged in connection with Purchaser’s due diligence to the approximate same condition than they were prior to commencement of Purchaser’s due diligence, and (iii) remove all equipment, tools, or other property brought onto the Assets in connection with Purchaser’s due diligence. (d) During all periods that Purchaser or any of Purchaser’s Representatives are on the Assets or Seller’s premises prior to Closing, Purchaser shall maintain, at its sole expense, sufficient policies of insurance to cover such diligence investigation. Upon request by Seller, Purchaser shall provide evidence of such insurance to Seller prior to entering the Assets or premises of Seller or its Affiliates.

Access. Prior (a) 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 the Closing, the Corporation shall afford to the Buyer (and rights or obligations of Seller or any of its officers, attorneys, accountants and other authorized representatives)Affiliates under any Transaction Agreement, upon reasonable prior notice, free and full access except as determined in good faith to be necessary to (i) ensure compliance with any applicable Law, (ii) preserve any applicable privilege (including the attorney-client privilege), or (iii) comply with any contractual confidentiality obligations, Parent shall, and shall cause each of Buyer, Company, Company Subsidiary and their respective Affiliates, and their respective Representatives to (A) afford the Seller and its Representatives and their respective Affiliates reasonable access, during usual normal business hours hours, to its relevant offices, personnelthe properties, books and records of Buyer and its Affiliates in respect of Company, Company Subsidiary and the Business, (B) furnish to Seller and its Representatives and their respective Affiliates such additional financial and other datainformation regarding Company, financial or otherwiseCompany Subsidiary, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets their respective Affiliates and the business Business as Seller or its Representatives may from time to time reasonably request and operations (C) make available to Seller and its Representatives and their respective Affiliates at Seller’s sole expense those employees of Buyer or its Affiliates whose assistance, expertise, testimony, notes or recollections or presence may be necessary to assist Seller, its Representatives or their respective Affiliates in connection with its inquiries for any purpose referred to above, including the Schools by the Corporationpresence of such persons as witnesses in hearings or trials for such purposes; provided, provided however, that such investigation shall not unreasonably interfere with the Corporation's operations. The scope business or operations 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 also be entitled to 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 the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officersits Affiliates; and provided, directorsfurther, employeesthat 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 such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. (b) If so requested by Buyer or Parent, lenderon the one hand, investorsor Seller or one of its Affiliates, agents and on the other representatives (the "hand, Seller or one of its Affiliates, or Buyer's Representatives") in connection with the transactions contemplated by this Agreement , Parent or in the course one of their investigations of respective Affiliates, as the Schoolscase may be, whether obtained before shall enter into a customary joint defense agreement or after the date of this Agreement (the "Evaluation Material") shall be used only in connection common interest agreement with this Agreement and the subsequent operation of the SchoolsParent, and each of Buyer and EMI shall assure that all Evaluation Material will their respective Affiliates, or Seller and its Affiliates, as applicable, with respect to any information to be otherwise kept strictly confidential by each of them and the Buyer's Representativesprovided to Seller pursuant to Section 7.01(a).

Access. Prior (a) Subject to applicable Law and in accordance with the Closing, the Corporation shall afford to the Buyer (and its officers, attorneys, accountants and other authorized representatives)Confidentiality Agreement, upon reasonable notice, free each of the Seller Parties, with respect to 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 full their duly authorized Representatives reasonable access during usual business hours to its relevant officesofficers, personnelemployees, books consultants and records and other datarepresentatives and, financial or otherwiseduring normal business hours, so in a manner 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 does not unreasonably interfere with the Corporation's operations. The scope of SMS Business, to its and its Subsidiaries’ and the investigation will includeCompany Subsidiaries’ officers, properties, Contracts, books, records (including Tax Returns filed and those in preparation, work papers and other materials relating to Taxes, but not be limited to, a verification of only to the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance extent relating to the SchoolsSMS Business), any report, schedule or other document filed or received by it pursuant to the Schools Facilityrequirements of the federal or state securities Laws, and material contracts shall use their respective reasonable efforts to cause their respective Representatives to furnish promptly such additional financial and litigation relating operating data and other information, including environmental information, as to the Schools. Duly SMS Business as the Purchaser Parties or their duly authorized representatives Representatives, as the case may be, may reasonably request, and instruct its Representatives to cooperate with the Purchaser Parties and their duly authorized Representatives in their investigation; provided, however, that the foregoing shall not permit the Purchaser Parties or their duly authorized Representatives to conduct any invasive or destructive environmental sampling, testing or analysis on the property of the Buyer Seller Parties or their Subsidiaries. (b) Notwithstanding the foregoing, neither the Seller Parties nor their respective Subsidiaries, as applicable, shall also be entitled required to 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 provide any information to the extent that any such materials and matters relate Person has reasonably determined that it is legally obligated to keep such information confidential or otherwise not to provide such information or to the operation extent that such access would be reasonably likely to constitute a waiver of the Schoolsattorney-client privilege. Representatives Each of the Corporation will furnish to Buyer and such other personsPurchaser Parties will, 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 requested from time to time and will cause representatives its Subsidiaries to hold, and employees will direct its and their Representatives to hold, any and all information received from any of the Corporation to assist Buyer Seller Parties, directly or indirectly, in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") confidence in connection accordance with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesConfidentiality Agreement.

Access. Prior to the ClosingReliant Energy will, the Corporation shall afford to the Buyer (and will cause each of its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited Significant Subsidiaries to, a verification of the Corporation's Financial Statements at any reasonable time and a review of the Corporation's control proceduresfrom time to time, regulatory compliance relating permit up to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized six representatives of the Buyer shall also be entitled Banks designated by the Majority Banks, or representatives of the Agent, on not less than five Business Days' notice, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, Reliant Energy and each of its Significant Subsidiaries, and to discuss the general business affairs of Reliant Energy and each of its Significant Subsidiaries with their respective officers of the Corporation, its counsel, employees and independent certified public accountantsaccountants (provided Reliant Energy shall 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 booksSignificant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; provided further, records and other corporate documentshowever, contracts, pricing and service policies, commitments and future prospects that neither Reliant Energy nor any of its Subsidiaries shall be required to disclose to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other personsAgent, 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 requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI any Bank or any agents or representatives thereof any information which is the subject of their officers, directors, employees, lender, investors, agents and other representatives (attorney-client privilege or attorney work-product privilege properly asserted by the "Buyer's Representatives") applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties. Notwithstanding the transactions contemplated by this Agreement or foregoing, none of the conditions precedent to the exercise of the right of access described in the course preceding sentence that relate to notice requirements or limitations on the Persons permitted to exercise such right shall apply at any time when a Default or an Event of Default shall have occurred and be continuing. The expense of any exercise by the Agent and the Banks of their investigations rights under this Section 8.2(e) shall not be incurred by Borrower unless a Default has occurred and is continuing at the time of the Schools, whether obtained before request or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativesvisit.

Access. Prior to (a) From the Closingdate hereof until the Closing Date, the Corporation shall afford to the Buyer Seller will (and i) give Buyer, its officerscounsel, attorneysfinancial advisors, accountants auditors and other authorized representatives), upon representatives reasonable notice, free and full access during usual business hours to its relevant the offices, personnelproperties, books and records of Seller and its Subsidiaries relating to the Business, (ii) furnish to Buyer, its counsel, financial advisors, auditors and other dataauthorized representatives such financial and operating data and other information relating to the Business as such Persons may reasonably request, (iii) instruct the employees, counsel and financial or otherwise, so that advisors of Seller to cooperate with Buyer may have full opportunity to make such in its investigation as it shall desire of the Assets Business and (iv) permit Buyer reasonable access (on reasonable prior notice and during normal business hours) to the business refinery property for, at Buyer’s sole cost and operations expense, the purpose of installing telecom and data lines necessary to Buyer’s operation of the Schools by Purchased Assets from and after the CorporationClosing, 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 the business of Seller and its Subsidiaries. Notwithstanding the foregoing, Buyer may not under any circumstances conduct or cause to be conducted any sampling or other invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media at any property related to the Seller or its Subsidiaries or the Business, including the Purchased Assets, the Facilities and the Real Property. Buyer bears the risk of injury to any of its employees, advisors or representatives who are provided access to the offices or properties of Seller or its Subsidiaries hereunder, and shall indemnify, defend and hold Seller and its Affiliates harmless for all Damages resulting from Buyer’s or its employees’, advisors’ or representatives’ access to the offices or properties of Seller or its Subsidiaries provided hereunder. (b) On and after the Closing Date, Seller and its Subsidiaries will afford promptly to Buyer and its agents reasonable access to their respective books of account, financial and other records, information, employees and auditors to the extent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Business; provided that any such access by Buyer shall not unreasonably interfere with the Corporation's operations. The scope conduct of the investigation will include, but not be limited to, a verification business 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 also be entitled to 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 the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI Seller or any of their officersits Subsidiaries. (c) Notwithstanding anything in this Section 5.02 to the contrary, directorsbut subject to Section 2.02(o), employeesBuyer shall not have access to (i) personnel records of Seller relating to individual performance or evaluation records or medical histories, lender(ii) materials entitled to legal privilege (or which could jeopardize the attorney-client privilege of Seller or its Subsidiaries), investors(iii) materials with respect to which Seller or its Subsidiaries owe an obligation of confidentiality to a third party or (iv) other information which in Seller’s good faith opinion is sensitive or could reasonably be expected to subject Seller or any of its Subsidiaries to the risk of liability. The parties shall endeavor in good faith to make appropriate substitute disclosure arrangements, agents and other representatives (if practicable, in a manner that does not give rise to any of the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or circumstances referred to in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativespreceding sentence.

Access. Prior Promptly upon execution of this Agreement, but not later than two (2) 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 the ClosingAssets to allow Buyer to conduct on-site Phase I environmental site assessments of the Assets, the Corporation shall afford to the Buyer extent Seller has the right to grant such access (and its officersif Seller does not have the right to grant such access, attorneysSeller shall use commercially reasonable efforts to obtain any consents necessary to enable Buyer and Buyer’s representatives such access), accountants and (ii) access to the Records and other authorized representatives)Assets, upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books the extent such data and records are in Seller’s or its Affiliate’s or representatives’ possession or control and other datarelate to the Assets; provided, financial however, Seller shall have no obligation to provide Buyer access to any interpretative or otherwisepredictive 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, so that Seller will use commercially reasonable efforts to obtain any consents necessary to allow Buyer may have full opportunity to make review such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporationdata or information). In connection with any on-site inspections, provided that such investigation shall Buyer agrees to not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the normal operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities further agrees that under no circumstances shall it perform any invasive tests of any nature on the Corporation relating Assets without the express written consent of Seller, such consent of Seller not to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI unreasonably withheld or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schoolsdelayed, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativesany 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. Prior to the Closing, the Corporation shall afford to the Buyer (and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, 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 a) To the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other personspermitted by applicable Law, 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 requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after between the date of this Agreement and the Closing Date, Seller will, during ordinary business hours and upon reasonable notice, (i) give Buyer and Buyer’s Representatives reasonable access to the "Evaluation Material"Purchased Assets; (ii) permit Buyer to make such reasonable inspections thereof as Buyer may reasonably request; (iii) furnish Buyer with such financial and operating data and other information with respect to the Business as Buyer may from time to time reasonably request; and (iv) furnish Buyer with a copy of each material report, schedule, or other document principally relating to the Business filed or submitted by Seller with, or received by Seller from, any Governmental Entity; provided, however, that (A) any such investigation will be conducted in such a manner as not to interfere unreasonably with the operation of the Business or any other Person; (B) Seller shall not be used only required to take any action which would constitute or result in a waiver of the attorney-client privilege; and (C) Seller shall not be required to supply Buyer with any information which Seller is under a legal obligation not to supply. Buyer will indemnify and hold harmless Seller from and against any Losses incurred by Seller, its Affiliates or their Representatives by any action of Buyer or Buyer’s representatives while present on any of the Purchased Assets or other premises to which Buyer is granted access hereunder (including restoring any such premises to the condition substantially equivalent to the condition such premises were in prior to any 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) For a period of three (3) years after the Closing Date, each Party and its Representatives will have reasonable access to all of the books and records relating to the Business or the Purchased Assets, including all Transferred Employee Records, in the possession of the other Party, and to the employees of the other Party, to the extent that such access may reasonably be required by such Party in connection with this Agreement and the subsequent Assumed Obligations or the Excluded Liabilities, or other matters relating to or affected by the operation of the SchoolsBusiness 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 each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential 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 each either Party in connection therewith. If the Party in possession of them such books and records desires to dispose of any such books and records prior to the Buyer's Representativesexpiration of such three-year period, such Party will, prior to such disposition, give the other Party a reasonable opportunity at such other Party’s expense to segregate and take possession of such books and records as such other Party may select.

Access. Prior At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Closing, the Corporation Company shall afford Purchaser reasonable access, consistent with applicable Law, during normal business hours, on reasonable advance notice provided in writing to the Buyer (and its officersGeneral Counsel of the Company, attorneysor another Person designated in writing by the Company, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnelthe properties, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire personnel of the Assets Company, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (a) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information (in which case, the Company shall use reasonable best efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in compliance with such applicable Law or Contract), (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information (in which case, the Company shall use reasonable best efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without jeopardizing such privilege), (c) such disclosure relates to interactions with other prospective buyers or transaction partners of the Company or the negotiation of this Agreement and the business and operations transactions contemplated hereby, or information relating to the analysis, valuation or consideration of the Schools Transactions or the other transactions contemplated hereby, in each case, subject to Section 5.3, which shall not be limited by this Section 6.7 or (d) access would result in the Corporationdisclosure of any trade secrets of third Persons. Nothing in this Section 6.7 shall be construed to require the Company, provided any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals or opinions. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that such investigation shall is consistent with all applicable COVID-19 Measures and (i) that does not unreasonably interfere with the Corporation's operations. The scope conduct of the investigation will include, but not be limited to, a verification business of the Corporation's Financial Statements Company and a review of its Subsidiaries or otherwise result in any significant interference with the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, prompt and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counseltimely discharge by officers, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. authorized Representatives of the Corporation will furnish Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to Buyer and such other persons, copies any property or assets of all materials relating the Company or its Subsidiaries. Any access to the business affairs, operations, Facility, Assets and liabilities properties of the Corporation relating Company and its Subsidiaries shall be subject to the Schools which may be reasonably requested from time to time Company’s reasonable security measures and insurance requirements and will cause representatives and employees not include the right to perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media of the Corporation sort generally referred to assist Buyer in its investigation as a “Phase II” environmental investigation. The terms and conditions of the matters relative Confidentiality Agreement shall apply to the Schools. All any information obtained by Buyer, EMI Purchaser or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") its Representatives in connection with any investigation conducted pursuant to the transactions access contemplated by this Agreement or Section 6.7. Notwithstanding anything to the contrary in the course of their investigations of the Schoolsthis Agreement, whether obtained before or after the date of each Party may satisfy its obligations set forth in this Agreement (the "Evaluation Material") shall Section 6.7 by electronic means if physical access would not be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativespermitted under applicable COVID-19 Measures.

Access. Prior Eldorado shall make available to the ClosingCSBI all information regarding Eldorado that CSBI reasonably may request and shall authorize all reasonable visits to Eldorado's premises with such staff, the Corporation shall afford consultants and experts as CSBI reasonably may request. CSBI agrees to the Buyer (coordinate closely all such activities with Eldorado's President or Chief Financial Officer and to conduct any such inquiries with appropriate discretion and sensitivity to Eldorado's relationships with its officersemployees, attorneys, accountants customers and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so suppliers. The Parties acknowledge that Buyer may have full opportunity to make such investigation as it shall desire certain of the Assets information made available to one another pursuant to this Section 5.3 and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") otherwise in connection with the transactions contemplated by this Agreement Merger may be confidential, proprietary or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schoolsotherwise nonpublic, and each of Buyer Party agrees, for itself and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by for each of them Representatives, that it (i) shall hold in confidence all confidential information received by it from or with regard to the other Party ("Confidential Information") subject to the terms of this Section 5.3, (ii) shall disclose such Confidential Information only to those of its Representatives and, in the case of CSBI, its current or prospective investors and other sources of capital, in each case having a need to know the Buyer's Representativessame for purposes of evaluating, negotiating or implementing the financing of the Merger, and (iii) shall inform each Representative or current or prospective investor to whom Confidential Information is disclosed that such information is confidential and shall obtain from such Representative or investor a confidentiality agreement in substantially the form previously provided by CSBI to Eldorado. Each Party shall remain responsible for any disclosure of Confidential Information by any of its EXECUTION VERSION Representatives or investors. Each Party further agrees that, upon the request of the other Party given following any termination of this Agreement, it and each of its Representatives either shall return to such other Party all Confidential Information received by it and its Representatives (including all compilations, analyses or other documents prepared by it that contain Confidential Information) or shall certify that the same has been destroyed. As used herein, Confidential Information shall not include (i) information that is or becomes generally available to the public other than as a result of a breach of this Agreement, (ii) information that the receiving Party demonstrates was known to it on a non-confidential basis prior to receiving such information from the other Party, (iii) information that the receiving Party develops independently without relying on Confidential Information, and (iv) information that becomes available to the receiving Party on a non-confidential basis from another source if the source was not known to be, and not reasonably believed by the receiving Party to be, subject to any prohibition against disclosing such information.

Access. The Sellers will, and the Sellers will cause the Company Entities to, afford to the Buyer and its representatives reasonable access, during normal business hours upon reasonable notice throughout the period prior to the Closing, to the Company Entities’ respective facilities, books, financial information (including working papers and data in the possession of the Companies’ independent public accountants), Contracts and records of the Company Entities and, during such period, will furnish such information concerning the businesses, properties and personnel of the Company Entities as the Buyer may reasonably request; provided, however, that (i) such investigation will not unreasonably disrupt the Company Entities’ operations; (ii) the Company Entities will not be required to disclose any information that would jeopardize attorney-client privilege, contravene any applicable Law or violate any agreement binding on any Company Entity as of the date of this Agreement and (iii) neither Buyer nor its agents will conduct sampling of the air, soil, surface water or groundwater at any of the Company Entities’ properties without Sellers’ prior written consent. Prior to the Closing, the Corporation shall afford to if the Buyer (and its officersrequests a meeting with a Material Customer, attorneys, accountants and other authorized representatives)then the Sellers shall in good faith consider such request and, upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire mutual agreement of the Assets Buyer and the business Sellers, the Sellers will, and operations of will cause the Schools by Company Entities to, provide the CorporationBuyer with access to, and assist, as requested, in facilitating any such meeting, provided that the Owners will be permitted to attend any such investigation shall not unreasonably interfere with the Corporation's operationsmeeting. The scope of the investigation will include, but not be limited All nonpublic information provided to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schoolsor obtained by, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations hereby will be considered “Evaluation Material” for purposes of the SchoolsConfidentiality Agreement dated June 20, whether obtained before or after 2016, between the date of this Agreement Buyer and the Companies (the "Evaluation Material") shall “Confidentiality Agreement”), the terms of which will continue in force until the Closing; provided, that the Buyer and the Companies and the Sellers may disclose such information as may be used only necessary in connection with this Agreement seeking necessary consents and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativesapprovals as contemplated hereby.

Access. (a) Prior to the Closing, the Corporation shall afford subject to Applicable Law, Seller will grant to Buyer or cause to be granted to Buyer and its Representatives (collectively who are subject to the same obligations of secrecy and non-use as Buyer under the Confidentiality Agreement) reasonable access, during normal business hours (except as provided below) and its officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant officesthe personnel, personnelproperties, books and records of Seller and other dataits Affiliates to the extent relating to the Business, financial Included Assets, Included Liabilities or otherwiseProducts, so that Buyer may have full opportunity including access to make such investigation as it shall desire of the Assets Transferred Facilities, the facilities subject to a Transferred Lease and the business and operations of the Schools by the CorporationShared Facilities; provided, provided in each case that such investigation shall access will be made in a manner that does not unreasonably interfere with the Corporation's operationsnormal operations of Seller, its Affiliates or the Business, and will not include any right by Buyer or its Representatives to conduct any Phase II environmental site assessment or any other environmental sampling or testing; provided further, however, that any such access to any Shared Facility shall be (i) outside of normal business hours and (ii) shall be supervised and escorted by Representatives of Seller and its Affiliates. The scope of Notwithstanding the investigation foregoing, Seller 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 required to the Schools, the Schools Facility, and material contracts and litigation relating disclose any information or provide access to the Schools. Duly authorized representatives of the Buyer shall also be entitled to 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 solely to the extent such materials and matters relate disclosure or access would, in Seller’s reasonable discretion, (A) cause significant competitive harm to the operation Business if the transactions contemplated hereby are not consummated, including without limitation access to Formulations, Specifications and Processing Instructions, or (B) result in a waiver of the Schools. Representatives of the Corporation will any attorney-client privilege or other legal privilege. (b) Seller shall furnish to Buyer and such its Representatives all financial, operating and other persons, copies of all materials data and information relating to the business affairsBusiness as Buyer or its Affiliates, operationsthrough their respective Representatives, Facilitymay reasonably request, Assets and liabilities including unaudited monthly management reports prepared on a basis consistent with past practice of the Corporation relating to Business as such reports become available for each month falling within the Schools which may be reasonably requested period from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (to the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesClosing Date.

Access. Prior to (a) During the Closingperiod from the date hereof and continuing until the earlier of the termination of this Agreement or the Closing Date, the Corporation shall afford Acquired Companies will permit (or, with respect to non-controlled Acquired Subsidiaries, the Company will use commercially reasonable efforts to cause such Acquired Subsidiaries to permit) representatives of Buyer (including legal counsel and its officers, attorneys, accountants and other authorized representatives)accountants) to have, upon reasonable prior written notice, free and full reasonable access during usual normal business hours and under reasonable circumstances, and in a manner so as not to its relevant officesinterfere with the normal business operations of the Acquired Companies and so as to comply with any then-applicable COVID-19 Measures, to the premises, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all of its books, records (including Tax Returns (but excluding income Tax Returns of any federal consolidated (and state combined or unitary) group of which each Acquired Company is a member and limited with respect to all other corporate documents, contracts, pricing Tax Returns and service policies, commitments and future prospects correspondence with accountants to the extent portions of such materials Tax Returns and matters correspondence with accountants that specifically relate to the operation Acquired Companies)), Material Contracts, and documents of or pertaining to the Acquired Companies. Buyer and its Affiliates and Representatives shall be permitted to perform environmental sampling, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions, with the prior written consent of the SchoolsSellers’ Representative (which consent may not be unreasonably withheld, delayed or conditioned). Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Neither Buyer, EMI or the SPAC nor any of their officersrespective Representatives will contact any employee, directorscustomer, employeessupplier or landlord of any Acquired Company without the prior written consent of such Acquired Company, lenderand 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), investorsthe Acquired Companies and Sellers will not be required to provide information that (i) would violate applicable Law, agents (ii) would violate confidentiality obligations that the Acquired Companies or the Sellers have to third parties; provided that the Sellers’ Representative shall give notice to Buyer of the fact that such documents or information are being withheld, thereafter shall use its reasonable best efforts to obtain a waiver of such obligation from the third parties, and, until such waiver is obtained provide such documents and information to the fullest extent permissible without violating such obligations, (iii) relates to the sale process of the Acquired Companies, bids received from other representatives (the "Buyer's Representatives") Persons in connection with the transactions contemplated by this Agreement and information and analysis relating to such bids, or in (iv) constitutes information protected by the course attorney/client and/or attorney work product privilege. Buyer will comply with, and will cause its Representatives to comply with, all of their investigations of its obligations under the Schools, whether obtained before or after confidentiality agreement previously signed with respect to the date of this Agreement Transaction (the "Evaluation Material") shall be used only in connection “Confidentiality Agreement”), between the Company and the SPAC with respect to the terms and conditions of this Agreement and the subsequent operation 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 SchoolsConfidentiality 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 each 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 EMI Merger Sub. Notwithstanding anything to the contrary in this Section 6.4(b), SPAC, Buyer and Merger Sub will not be required to provide information that (i) would violate applicable Law, (ii) would violate confidentiality obligations that SPAC, Buyer, or Merger Sub have to third parties; provided that SPAC shall assure give notice to the Sellers’ Representative of the fact that such documents or information are being withheld and thereafter shall use its commercially reasonable efforts to cause such documents or information, as applicable, to be made available in a manner that would not cause such a violation, or (iii) constitutes information protected by the attorney/client and/or attorney work product privilege. The Company will comply with, and will cause its Representatives to comply with, all Evaluation Material will be otherwise kept strictly confidential by each of them 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's Representatives, and Merger Sub pursuant to this Section 6.4(b), which agreement will remain in full force and effect until the Closing Date and survive any termination of this Agreement in accordance with the terms of the Confidentiality Agreement.

Access. Prior With reasonable prior notice and subject to any applicable Law, any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, the Seller shall permit and will cause each other Seller Party, each Company and Company Subsidiary and, to the Closingextent it has the Legal Right, the Corporation shall afford each Company Joint Venture Entity, to the Buyer (and its officerspermit, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss have reasonable access, during normal business hours, and in a manner so as not to interfere with officers the normal business operations of the CorporationSeller, the Subject Entities and its counseland their Affiliates, employees to all premises, properties, designated executive officers and independent public accountantspersonnel, all of its books, records (including Tax Records), contracts and other corporate documents, contracts, pricing and service policies, commitments and future prospects documents of or pertaining to the extent such materials Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and matters relate to the operation investigations of the SchoolsBusiness Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. Representatives No sampling or other invasive inspections of the Corporation will furnish Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to Buyer comply fully with all rules, regulations and such instructions issued by the Seller, the Subject Entities and its and their Affiliates or other personsPersons in respect of Buyer’s or its representatives’ actions while upon, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities entering or leaving any properties of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI Seller or any of their officers, directors, employees, lender, investors, agents the Subject Entities. The Buyer acknowledges and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Schools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only agrees that any information received in connection with this Agreement Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the subsequent operation of the SchoolsBusiness, and each of Buyer and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's RepresentativesEVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”).

Access. Prior (a) For purposes of furthering the Transactions, during the period from the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall (i) afford Parent and its Representatives reasonable access during normal business hours upon reasonable advance notice to the ClosingCompany, the Corporation shall afford to the Buyer (its and its Subsidiaries’ officers, attorneysemployees, accountants and other authorized representatives)properties, upon reasonable noticecontracts, free and full access during usual business hours to its relevant offices, personnelcommitments, books and records and any report, schedule or other datadocument 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. During such period, the Company shall, and shall cause its Subsidiaries to, without limitation to the preceding obligations, make available to Parent a copy of any written communication (and a summary of any material oral communication) received from the FDA or otherwisesimilar Governmental Authority promptly after receipt of such communication, so that Buyer may have full shall provide Parent with a reasonable opportunity to make review and comment on such investigation filing or submission, and shall give reasonable consideration to all comments reasonably proposed by Parent. All access pursuant to this Section 6.3(a) shall be (i) conducted in such a manner as it shall desire of not to interfere unreasonably with the Assets and the business and normal operations of the Schools by Company or any of its Subsidiaries and (ii) coordinated through the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope Chief Executive Officer of the investigation will includeCompany or a designee thereof. (b) Notwithstanding anything to the contrary contained in this Section 6.3, but not neither the Company nor its Subsidiaries nor their respective Representatives shall be limited torequired to provide any access, a verification or make available any document, correspondence or information, if doing so would, in the reasonable judgment of the Corporation's Financial Statements and a review Company’s outside legal counsel, (i) jeopardize the attorney-client privilege of the Corporation's control procedures, regulatory compliance relating Company or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Schools, the Schools Facility, and material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, its counsel, employees and independent public accountants, all Company or any of its booksSubsidiaries or the assets, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the or operation of the Schools. Representatives business, of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI Company or any of its Subsidiaries or (B) Material Company Contract to which the Company or any of its Subsidiaries is party or by which any of their officersassets or properties are bound; provided, directorshowever, employeesthat in such instances the Company shall inform Parent of the general nature of the information being withheld and the basis for withholding and, lenderupon Parent’s request, investorsreasonably cooperate with Parent to provide such information, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement whole or in the course of their investigations part, in a manner that would not result in any of the Schoolsoutcomes described in the foregoing clauses (i) and (ii), whether obtained before including using commercially reasonable efforts to seek consent from the applicable third party to any such Material Company Contract under which disclosure is prohibited. (c) No investigation by Parent or after its Representatives shall affect or be deemed to modify or waive the date representations and warranties of the Company set forth in this Agreement Agreement. (the "Evaluation Material"d) shall be used only The Parties hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the subsequent operation consummation of the SchoolsTransactions shall be governed in accordance with the Mutual Non-Disclosure Agreement, dated as of January 31, 2014, as amended on August 7, 2015, between the Company and each of Buyer Sun Pharmaceutical Industries Ltd. (the “Confidentiality Agreement”), which shall continue in full force and EMI shall assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and the Buyer's Representativeseffect in accordance with its terms.

Access. Prior a. When appropriate, MOTRICITY shall have reasonable access to CINGULAR’s premises during normal business hours and at such other times as may be agreed upon by the parties in order to 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, MOTRICITY shall immediately comply with such request. Such person shall leave CINGULAR’s premises promptly and MOTRICITY shall not furnish such person again to perform work on CINGULAR’s premises without CINGULAR’s written consent. The parties agree that, where required by 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 exhibit identification credentials or sign a Nondisclosure Agreement which CINGULAR may issue in order to gain access to CINGULAR’s premises for the performance of Services. If, for any reason, any MOTRICITY representative is no longer performing such Services, MOTRICITY shall immediately inform CINGULAR. Notification shall be followed by the prompt delivery to CINGULAR of the identification credentials, if issued by CINGULAR, or a written statement of the reasons why said identification credentials cannot be returned. c. MOTRICITY shall insure that its representatives, including employees and subcontractors will, while on or off CINGULAR’s premises, perform Services which (i) conform to the ClosingSpecifications, the Corporation shall afford to the Buyer (ii) protect CINGULAR’s Material, buildings, and its officersstructures, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during usual business hours to its relevant offices, personnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall (iii) do not unreasonably interfere with the Corporation's CINGULAR’s business operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Schools, the Schools Facility, and material contracts (iv) perform such Services with care and litigation relating to due regard for the Schools. Duly authorized representatives safety, convenience, and protection of the Buyer shall also be entitled to discuss with officers of the CorporationCINGULAR, its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the matters relative to the Schools. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") property and in connection full conformance with the transactions contemplated by this Agreement or policies specified in the course CINGULAR Code of their investigations Conduct, which prohibits the possession of the Schools, whether obtained before a weapon or after the date of this Agreement (the "Evaluation Material") an implement which can be used as a weapon. d. MOTRICITY shall be used only in connection with this Agreement and the subsequent operation of the Schools, and each of Buyer and EMI shall assure responsible for insuring that all Evaluation Material will be otherwise kept strictly confidential persons furnished by each of them and the Buyer's RepresentativesMOTRICITY work harmoniously with all others when on CINGULAR’s premises.