Common use of Access Clause in Contracts

Access. 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 Effective Time, to the Acquired Companies’ employees, customers, vendors, partners, properties, 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 access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

Access. Upon reasonable advance written noticeDuring the Pre-Closing Period, the Company shall (shall, and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to) afford , upon Parent’s representatives reasonable accessadvance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours throughout the period prior to the Effective Timehours, to the Acquired Companies’ officers, employees, customers, vendors, partnersRepresentatives, properties, facilities, books, records records, contracts and contracts and, during such period, other assets of the Company and its Subsidiaries as Parent shall (reasonably request so long as such access does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries, and shall cause furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably request that is in the possession and custody or control of the Company and its Subsidiaries to) furnish promptly to Parent all available information concerning its business as Parent may reasonably requestor any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Acquired Companies shall not be required to permit Company or any inspection of its Subsidiaries or other access, or any of their respective Representatives to disclose any information, that in the reasonable judgment of the Company could: information which would (ai) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (dx) violate any Law (it being agreed that, with respect to subclauses (a)or Judgment, (by) violate any binding confidentiality obligation of the Company and its Subsidiaries to a third party if the Company shall have used commercially reasonable efforts to obtain the required consent or waiver of such third party, or (z) result in a waiver of attorney-client privilege, work product doctrine or similar privilege, so long as, in the case of clauses (y) and (cz), that the Parties Company shall use their have used commercially reasonable best efforts to cause such information make appropriate substitute arrangements to be provided in a manner permit reasonable disclosure as promptly as reasonably practicable that would does not result in such jeopardy or contravention); suffer from any of the foregoing impediments or (eii) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent 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 require the Company or another Person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not Subsidiaries to be unreasonably withhelddisclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, conditioned or delayed)Merger Sub and their respective officers, employees and Parent and Acquisition Sub acknowledge and agree that agents will hold any such contact shall be arranged by and information in confidence in accordance with a representative of the Company participatingConfidentiality Agreement.

Access. Upon reasonable advance written noticeFrom and after the Signing Date until the Closing Date, Holdco and the Company shall have, will, and will cause their Subsidiaries to: (a) (i) provide the Purchasers, as soon as available, with (x) monthly and shall cause quarterly unaudited consolidated financial statements of Holdco and its Subsidiaries, audited consolidated annual financial statements of Holdco and its Subsidiaries toand an annual budget of Holdco and its Subsidiaries; and (y) afford Parent’s representatives reasonable access, during normal business hours throughout updates and “flash reports” of the period same type and in the same frequency of delivery in all material respects as had been delivered to the Initial Purchasers by Holdco immediately prior to the Effective TimeSigning Date; (ii) permit access to, and make available to the Acquired CompaniesInitial Purchasers’ employeesrepresentatives and their accounting and legal advisors for inspection and review, customers, vendors, partners, the properties, books, records records, accounts and contracts anddocuments of or relating to Holdco and its Subsidiaries, during and (b) make available at reasonable times and to a reasonable extent officers and employees of Holdco and its Subsidiaries to discuss with the Initial Purchasers and their accounting and legal advisors the business and affairs of Holdco and its Subsidiaries. In addition, Holdco and its Subsidiaries shall provide the Purchasers with substantially the same information as shall be provided to the lead arranger, the administrative agent and/or the lenders in respect of the Company Credit Facilities. Subject to Section 10.14, the Purchasers may share the foregoing information with their respective lenders and their respective consultants and advisors (including rating agencies), so long as such periodlenders or other parties have entered into a customary confidentiality agreement with the Purchasers. (b) subject to compliance with applicable laws and confidentiality obligations to third parties, promptly provide true and correct copies of all documents, reports, financial data, and such additional financial and other information with respect to Holdco, the Company shall and their Subsidiaries as each Purchaser (and shall cause its Subsidiaries toany parent company of a Purchaser that is a venture capital operating company) furnish promptly may from time to Parent all available information concerning its business as Parent may time reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

Access. Upon reasonable advance written notice(a) AbbVie shall, the Company shall (and shall cause its Subsidiaries to) afford Parent’s representatives , allow Abbott and its Subsidiaries and their respective Representatives reasonable access to the facilities of AbbVie and its Subsidiaries that is necessary for Abbott and its Subsidiaries to fulfill their obligations under this Agreement. In addition to the foregoing right of access, during normal business hours throughout the period prior to the Effective TimeAbbVie shall, to the Acquired Companies’ employees, customers, vendors, partners, properties, books, records and contracts and, during such period, the Company shall (and shall cause its Subsidiaries to, afford Abbott, its Subsidiaries and their respective Representatives, upon reasonable advance notice, reasonable access during normal business hours to the facilities, Information, systems, infrastructure and personnel of AbbVie and its Subsidiaries as reasonably necessary for Abbott to verify the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services being provided by AbbVie or its Subsidiaries, including in connection with verifying compliance with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; provided that (i) furnish promptly to Parent all available information concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies such access shall not unreasonably interfere with any of the business or operations of AbbVie or any of its Subsidiaries and (ii) in the event that AbbVie determines that providing such access could be required to permit commercially detrimental, violate any inspection Law or other accessagreement, or to disclose waive any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed thatprivilege, with respect to subclauses (a), (b) and (c), that then the Parties shall use their commercially reasonable best efforts to cause permit such information to be provided access in a manner that would not result in avoids any such jeopardy harm or contravention); or (e) materially interfere with the conduct consequence. Abbott agrees that all of the Acquired Companies’ business. All information obtained by Parent its and its representatives pursuant Subsidiaries’ employees shall, and that it shall use commercially reasonable efforts to this Section 6.4 shall be treated as “Evaluation Material” cause its Representatives’ employees to, when on the property of the Acquired Companies for purposes AbbVie and its Subsidiaries, or when given access to any facilities, Information, systems, infrastructure or personnel 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 AbbVie and its Subsidiaries, conform to the General Counsel policies and procedures of the Company or another Person designated in writing by the Company. Notwithstanding anything herein AbbVie and any of its Subsidiaries, as applicable, concerning health, safety, conduct and security which are made known to the contrary, Parent and Acquisition Sub shall notAbbott from time to time. (b) Abbott shall, and shall cause its Subsidiaries to, allow AbbVie and its Subsidiaries and their respective representatives not Representatives reasonable access to the facilities of Abbott and its Subsidiaries that is necessary for AbbVie and its Subsidiaries to fulfill their obligations under this Agreement. In addition to the foregoing right of access, Abbott shall, and shall cause its Subsidiaries to, contact any customer or supplier afford AbbVie, its Subsidiaries and their respective Representatives, upon reasonable advance notice, reasonable access during normal business hours to the facilities, Information, systems, infrastructure, and personnel of Abbott and its Subsidiaries as reasonably necessary for AbbVie to verify the Company adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Merger Services being provided by Abbott or its Subsidiaries, including in connection with verifying compliance with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; provided that (i) such access shall not unreasonably interfere with any of the business or operations of Abbott or any of its Subsidiaries and (ii) in the other transactions contemplated by this Agreement without event that Abbott determines that providing such access could be commercially detrimental, violate any Law or agreement, or waive any attorney-client privilege, then the Company’s prior consent (Parties shall use commercially reasonable efforts to permit such consent not to be unreasonably withheld, conditioned access in a manner that avoids any such harm or delayed)consequence. AbbVie agrees that all of its and its Subsidiaries’ employees shall, and Parent that it shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the property of Abbott and Acquisition Sub acknowledge its Subsidiaries, or when given access to any facilities, Information, systems, infrastructure or personnel of Abbott and agree that its Subsidiaries, conform to the policies and procedures of Abbott and any such contact shall be arranged by of its Subsidiaries, as applicable, concerning health, safety, conduct and with a representative of the Company participatingsecurity which are made known to AbbVie from time to time.

Access. Upon reasonable advance written noticeDuring the Pre-Closing Period and subject to applicable Law and Section 5.11(b), the Company shall (Seller shall, and shall cause the Sold Companies to, afford to Buyer and its Subsidiaries to) afford Parent’s representatives authorized Representatives, reasonable access, access during normal business hours throughout the period and upon prior reasonable written notice to the Effective TimeSeller, to the Acquired Companies’ employees, customers, vendors, partnersofficers, properties, booksbooks and records of the Sold Companies as Buyer reasonably requests in connection with its efforts to consummate the transactions contemplated by this Agreement; provided, records 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 contracts and, during such period, its Representatives shall cooperate with Seller and the Company shall (Sold Companies and shall cause its Subsidiaries to) furnish promptly use their commercially reasonable efforts to Parent all available minimize any disruption to the business. Notwithstanding anything to the contrary in this Agreement, Seller and the Sold Companies shall not be required to disclose any information concerning its business as Parent may to Buyer if such disclosure would be reasonably requestlikely to jeopardize any attorney-client privilege or conflict with any confidentiality obligations to which Seller or any of the Sold Companies is bound; provided, however, that Seller shall and shall cause the Acquired Sold Companies shall not be required to, take commercially reasonable efforts to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure obtain a waiver of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law such confidentiality obligations upon Buyer’s reasonable prior written request (it being agreed that, with respect understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts pay any consideration to cause such information to be provided in a manner that would not result in such jeopardy any third party or contravention); amend or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent 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 CompanyContract). Notwithstanding anything herein to the contrarycontrary contained herein, Parent except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and Acquisition Sub its Representatives shall notnot contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and shall cause their respective representatives not or other business relations of the Sold Companies in connection with, or relating in any way to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement hereby, without the Company’s prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact (ii) Buyer shall be arranged by and with a representative have no right to perform invasive or subsurface investigations of the Company participatingproperties or facilities of the Sold Companies without the prior written consent of Seller.

Access. Upon Patheon shall provide the Client with reasonable advance written noticeaccess at mutually agreeable times to its Manufacturing Site in which the Product is manufactured, stored, handled or shipped in order to permit the Client's verification of Patheon's compliance with the Patheon Manufacturing Responsibilities and with all applicable Laws. Patheon agrees to permit the Client to review Patheon’s standard operating procedures for the manufacture of the Product and those associated with the general facilities, equipment, or procedures required for compliance with cGMPs or DEA requirements. For greater certainty, the Company shall (and shall cause its Subsidiaries to) afford Parent’s representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to the Acquired Companies’ employees, customers, vendors, partners, properties, 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 right of access provided in this Section 7.5 shall not be required include a right to permit any access or inspect Patheon’s financial records. Patheon shall [ * ] obtain the right for the Client to have similar inspection or other access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies rights with respect to confidentialityall third party suppliers used by Patheon to provide the Components. If deficiencies are found by the Client during the course of such inspections, non-disclosure the parties will promptly meet to discuss and resolve them, and the Client will be entitled to make reasonable follow up inspections to monitor correction of the deficiencies. Patheon shall notify the Client of any inspections by, or privacy; (c) jeopardize protections afforded communications with, any governmental agency involving the Company under Product. Patheon shall furnish to the attorney-client privilege Client all material information supplied to, or supplied by, such regulatory Authority or third party supplier to the extent that such report relates to Product, or the attorney work product doctrine; ability of Patheon to supply such Product, within three (d3) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use Business Days of their reasonable best efforts to cause receipt of such information to be provided or delivery of such information, as the case may be. Patheon will promptly correct any deficiencies noted by governmental agencies in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinginspections. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Access. Upon Landlord reserves (for itself and its agents, consultants, contractors and employees) the right to enter the Premises at all reasonable advance written times and, except in cases of emergency, after giving Tenant reasonable notice, to inspect the Company shall Premises (and shall cause its Subsidiaries to) afford Parent’s representatives reasonable accessincluding, during normal business hours throughout the period prior without limitation, environmental testing); to the Effective Time, to the Acquired Companies’ employees, customers, vendors, partners, properties, 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 supply any inspection or other access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information service to be provided in a manner that would not result in such jeopardy by Landlord hereunder; to show the Premises to prospective purchasers or contravention)mortgagees; or (e) materially interfere with to show the conduct Premises to prospective tenants during the last year of the Acquired Companies’ Term; to post notices of non-responsibility; and to repair or maintain the Premises and the Building as required or permitted by the terms of this Lease, without abatement of Rent, and may for that purpose erect, use and maintain necessary structures in and through the Premises and the Building where reasonably required by the character of the work to be performed. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises or any other loss occasioned thereby, except to the extent caused by the gross negligence or willful misconduct of Landlord in the exercise of its rights and provided that Landlord shall use reasonable efforts not to materially adversely affect Tenant’s use of the Premises. All information obtained by Parent and its representatives pursuant to this Section 6.4 shall be treated as “Evaluation Material” locks for all of the Acquired Companies for purposes of doors in, upon and about the Confidentiality Agreement. No investigation pursuant to this Section 6.4 shall affect Premises, excluding Tenant’s vaults and safes or be deemed to modify any representation or warranty special security areas (designated 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 advance in writing by Tenant) shall at all times be keyed to a master system and Landlord shall at all times have and retain a key with which to unlock all of said doors. Landlord shall have the Company. Notwithstanding anything herein right to use any and all means that Landlord may deem necessary or proper to open said doors in an emergency in order to obtain entry to any portion of the Premises, and any such entry to the contraryPremises or portions thereof obtained by Landlord by any of said means, Parent and Acquisition Sub or otherwise, shall notnot under any circumstances be construed or deemed to be a forcible or unlawful entry into, and shall cause their respective representatives not toor a detainer of, contact any customer the Premises, or supplier an eviction, actual or constructive, of Tenant from the Company in connection with the Merger Premises or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingportion thereof.

Access. Upon reasonable advance written noticePrior to the Closing, the Company shall (shall, and shall cause its Subsidiaries to) afford Parent’s , give RSI and VANTAS and their respective officers, employees, representatives, counsel financing sources and accountants and their respective counsel, auditors and authorized representatives reasonable full access, during normal business hours throughout the period prior to the Effective Timeand upon reasonable notice, to the Acquired Companies’ employees, customers, vendors, partnerspersonnel, properties, financial statements, contracts, books, records records, working papers and contracts and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all available other relevant 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 access, or to disclose any information, that in the reasonable judgment pertaining thereto of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its representatives pursuant to this Section 6.4 Subsidiaries and 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, Parent and Acquisition Sub shall notrequest, and shall cause use commercially reasonable efforts to cause, its employees, counsel, auditors and financial advisors to cooperate with RSI and VANTAS in their respective representatives not topreparation of any rating agency presentation materials, contact any customer private placement prospectus or supplier offering memorandum, syndication book or similar marketing materials ("Financing Materials") in connection with a transaction to sell securities of the Company in connection with the HQ Merger or any obtain a credit facility to finance VANTAS's obligations pursuant to the UK Agreement and RSI's obligations pursuant to the Stock Purchase Agreement and in their investigation of the other transactions contemplated business of the Company and its Subsidiaries, including by this Agreement without 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’s prior consent (such consent , which approval will not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that for inclusion in any such contact shall be arranged by and Financing Materials in connection with a representative transaction to sell securities of the Company participatingin connection with the HQ Merger or obtain a bank credit facility to finance VANTAS's obligations pursuant to the UK Agreement and RSI's obligations pursuant to the Stock Purchase Agreement. Prior to the Closing, the Company shall, and shall cause its Subsidiaries, officers and employees to, furnish to RSI and VANTAS and their respective officers, employees, representatives, counsel and accountants such financial, tax and operating data and other information with respect to the business, properties and assets of the Company and its Subsidiaries as RSI and VANTAS or any such person shall from time to time reasonably request, and the Company shall, and shall cause its Subsidiaries, directors, officers and employees to, cooperate with, and the Company shall request its independent public accountants and independent legal counsel to cooperate with, RSI and VANTAS and their respective officers, employees, representatives, counsel and accountants so as to enable VANTAS to be kept fully informed with respect to the business, assets, financial condition, results of operations and prospects of the Company.

Access. Upon reasonable advance written noticePrior to the Closing, the Company shall (Companies shall, and shall cause its their respective Subsidiaries to) afford Parent’s , give VANTAS and its respective officers, employees, representatives, counsel financing sources and accountants and their respective counsel, auditors and authorized representatives reasonable full access, during normal business hours throughout the period prior to the Effective Timeand upon reasonable notice, to the Acquired Companies’ employees, customers, vendors, partnerspersonnel, properties, financial statements, contracts, books, records records, working papers and contracts and, during such period, other relevant information pertaining thereto each of the Company shall (Companies and their respective Subsidiaries 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 access, or to disclose any information, that in the request and use commercially reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information their respective employees, counsel, auditors and financial advisors to be provided cooperate with VANTAS in their preparation of any rating agency presentation materials, private placement prospectus or offering memorandum, syndication book or similar marketing materials ("Financing Materials") in connection with a manner that would not result transaction to sell securities of HQ in such jeopardy or contravention); or (e) materially interfere connection with the conduct of the Acquired Companies’ business. All information obtained by Parent and its representatives HQ Merger or obtain a credit facility to finance VANTAS' obligations pursuant to this Section 6.4 shall be treated as “Evaluation Material” Agreement and RSI's obligations pursuant to the Stock Purchase Agreement and in their investigation of the Acquired businesses of each of the Companies and their respective Subsidiaries on a consolidated basis, including by furnishing copies of data or information pertaining to the businesses of the Companies and their respective Subsidiaries for purposes of due diligence or, with the Confidentiality Agreement. No investigation 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 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 and RSI's obligations pursuant to this Section 6.4 must be directed the Stock Purchase Agreement. Prior to the General Counsel of Closing, the Company or another Person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Acquisition Sub shall notCompanies shall, and shall cause their respective representatives not Subsidiaries, officers and employees to, contact any customer or supplier 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 the Company in connection with the Merger Companies and their respective Subsidiaries as VANTAS or any such person shall from time to time reasonably request, and the Companies shall, and shall cause their respective Subsidiaries, directors, officers and employees to, cooperate with, and the Companies shall request their respective independent public accountants and independent legal counsel to cooperate with, VANTAS and its respective officers, employees, representatives, counsel and accountants so as to enable VANTAS to be kept fully informed with respect to the business, assets, financial condition, results of operations and prospects of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingCompanies.

Access. Upon reasonable advance written notice(a) From and after the Execution Date until Closing or termination of this Agreement, Seller shall, or shall cause the Company shall Companies to afford to Purchaser (and shall cause any of its Subsidiaries to) afford Parentofficers, employees, agents, accountants, attorneys, investment bankers, landmen, consultants or other designated representatives (collectively, “Purchaser’s representatives Representatives”)), reasonable access, during normal business hours throughout the period prior access to the Effective TimeCompanies’ and, to the Acquired Companies’ employeesextent related to the Companies or the Company Assets, customersSeller’s, vendorsbooks and records (including the Company Records), partnersin each case, propertiesin the possession or control of the Companies or their Affiliates, books, records and contracts and, during such period, solely for the purpose of Purchaser’s due diligence investigation of the Company Assets, but only to the extent that Seller or the Companies, as applicable, may do so without violating any confidentiality or other obligations to any third Person or waiving any right to any legal privilege (provided that Seller shall (use commercially reasonable efforts to request and shall cause its Subsidiaries to) furnish promptly obtain any consents or waivers necessary for Purchaser and Purchaser’s Representatives to Parent all available information concerning its business as Parent may reasonably request; gain such access, provided, howeverfurther, that the Acquired Companies Seller shall not be required obligated to permit expend any inspection monies or other access, or incur any Damages). Seller shall use its commercially reasonable efforts to disclose any information, that in provide Purchaser and/or Purchaser’s Representatives with reasonable access to the reasonable judgment representatives of Ridgewood for the purposes of Purchaser’s due diligence investigation of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect Assets. All access by Purchaser shall be limited to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege Seller’s or the attorney work product doctrine; (d) violate any Law (it being agreed thatCompanies’ or Ridgewood’s normal business hours, with respect to subclauses (a), (b) and (c), that the Parties Purchaser’s review shall use their reasonable best efforts to cause such information to be provided conducted in a manner that would 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 Company Assets and (ii) Seller and its Affiliates cannot result in such jeopardy cause Ridgewood to have discussions with Purchaser or contravention); 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 (e) materially interfere other similar agreements with the conduct applicable operator of the Acquired Companies’ businessany Company Assets. All information obtained by Parent and its representatives inspections pursuant to this Section 6.4 6.1 shall (subject to Section 6.2(b)) be treated conducted at Purchaser’s sole cost, risk and expense, and any conclusions made from any such investigation done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Purchaser agrees to comply with (and to cause Purchaser’s Representatives to comply with) the rules, regulations and instructions issued by Seller and its Affiliates, the Companies or Ridgewood, as “Evaluation Material” applicable, regarding the actions of the Acquired Companies for purposes of the Confidentiality Agreement. No investigation Purchaser (and Purchaser’s Representatives) in conducting any inspection 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating6.1.

Access. Upon execution of this Agreement until the Closing Date, subject to the limitations expressly set forth in this Agreement, Seller shall provide Purchaser and its Representatives reasonable advance written noticeaccess 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 Company Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall (and shall cause its Subsidiaries to) afford Parentbe limited to Seller’s representatives reasonable access, during normal business hours throughout hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the period prior operation of the business of Seller and any applicable Third Party operator. Subject to the Effective Timeterms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the Acquired Companies’ employees, customers, vendors, partners, properties, books, records and contracts and, during such period, obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all available information concerning its business as Parent may reasonably requestcondition of the same; provided, however, that the Acquired Companies Seller shall not have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to permit any inspection or other accessallow Purchaser to view and access the Records, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that iii) grant any access to which Seller has the Parties authority to grant without breaching any restriction binding on Seller. Seller or its designee shall use their reasonable best efforts have the right to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent accompany Purchaser and its representatives pursuant to this Section 6.4 shall be treated as “Evaluation Material” of Representatives whenever they are on site on 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingAssets.

Access. Upon reasonable advance written notice(a) Each Seller and Buyer agrees that it shall preserve and keep the books and records held by it, its subsidiaries or its controlled Affiliates relating to the Company shall Assets for a period of three (3) years from the Closing Date. Each Seller agrees to take, and to cause any of its subsidiaries or Affiliates to take, such steps as are reasonably necessary to protect the confidentiality of such books and records during such time period and shall cause its Subsidiaries tonot disclose to any third party any portion thereof which would reasonably be expected to be confidential with respect to the Assets, including without limitation, procedures relative to Programs, research, studies, test results related to the Programs and Transferred Intellectual Property, without the prior written consent of Buyer. (b) afford Parent’s representatives Sellers shall give Buyer reasonable access, during normal business hours throughout and upon reasonable prior written notice, including making available at reasonable times and to a reasonable extent Sellers’ officers and employees to discuss Sellers’ business associated with the period prior Assets with Buyer’s representatives (including representatives of Buyer’s proposed financiers or lenders) and their counsel, to review and/or photocopy (A) all books, records, accounts and documents of Sellers relating to the Effective Timeassets, properties and operations of its business associated with the Assets including, without limitation, all computer data files stored, used, held or kept in connection with the operation of its business, and (B) all mailing lists and customer lists used by Sellers in or relating to its business associated with the Assets. Buyer shall have the right at its own expense to make copies of such materials to the Acquired Companiesextent that they relate to the operations of Sellers’ employeesbusiness associated with the Assets. Seller agrees to use its reasonable efforts to take or cause to be taken all action and to assist and cooperate with Buyer in good faith to consummate and make effective the transactions contemplated hereby, customers, vendors, partners, properties, 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 access, or to disclose any information, that in the reasonable judgment of the Company couldincluding: (a) result using Sellers’ reasonable best efforts to provide in a timely manner all materials and information requested by Buyer to complete its due diligence review and to take all actions reasonably necessary to satisfy the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a)closing conditions, (b) the obtaining of applicable consents, waivers or approvals of any third parties required under the terms of the Assumed Contracts, (c) the defending of any proceeding challenging this Agreement or the performance of the obligations hereunder, and (d) the execution and delivery of such instruments and the taking of such other actions as Buyer may reasonably request in order to consummate the terms of this Agreement. (c)) For a period of three (3) years from the Closing Date, that Buyer shall give Sellers reasonable access, during Buyer’s normal business hours and upon reasonable prior written notice, to all books and records of Buyer relating to the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere operation of Sellers’ business associated with the conduct of the Acquired Companies’ business. All information obtained by Parent 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 Assets prior to the General Counsel of the Company Closing Date or another Person designated in writing by the Company. Notwithstanding anything herein to the contraryany Excluded Liabilities including, Parent and Acquisition Sub shall notwithout limitation, and shall cause their respective representatives not toall relevant computer data files stored, contact any customer used, held or supplier of the Company kept in connection with the Merger operation of Sellers’ business, to the extent such files are in Buyer’s possession; provided that as a condition to such access Sellers shall have executed and delivered a confidentiality agreement reasonably satisfactory to Buyer; provided further that the purpose and extent of such access shall be as necessary in connection with either (i) the contest or defense of any Action brought against Sellers involving facts, events or circumstances relating to its business associated with the Assets or the Excluded Liabilities, or (ii) the preparation of any Tax return, election, contest or claim for Tax refund or any audit, examination or proceeding with respect to the Taxes of Sellers. Sellers shall have the other transactions contemplated by this Agreement without right at their own expense to make copies of such materials to the Company’s extent that they relate to the operations of Sellers’ business associated with the Assets prior consent (such consent not to be unreasonably withheld, conditioned the Closing Date or delayed), and Parent and Acquisition Sub acknowledge and agree that to any such contact shall be arranged by and with a representative of the Company participatingExcluded Liabilities.

Access. Upon reasonable advance written notice, the Company shall (Landlord reserves and shall cause its Subsidiaries to) afford Parent’s representatives reasonable access, during normal business hours throughout at any time and all times have the period prior right to enter the Effective TimePremises to inspect the same, to the Acquired Companies’ employees, customers, vendors, partners, properties, books, records supply janitorial service 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 access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information service to be provided by Landlord to Tenant hereunder, to submit said Premises to prospective purchasers, tenants or actual or prospective lenders, to post notices of non-responsibility, to use and maintain pipes and conduits in a manner that would not result in such jeopardy and through the Premises, and to alter, improve or contravention); repair the Premises or (e) materially interfere with the conduct any other portion of the Acquired Companies’ Building, all without being deemed guilty of an eviction of Tenant and without abatement of rent, and may for that purpose erect scaffolding and other necessary structures where reasonably required by the character of the work to be performed, provided that the business of Tenant shall be interfered with as little as is reasonably practicable. Landlord may enter by means of a master key without liability to Tenant for any damage caused by Landlord entering the Premises, except for damage to Tenant's personal property caused by any failure of Landlord to exercise due care. Tenant shall not disturb any notices or other items placed by Landlord in the Premises. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. All information For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock all of the doors in, upon and about the Premises, excluding Tenant's vaults and safes, and Landlord shall have the right to use any and all means which Landlord may deem proper to open said doors in an emergency in order to obtain entry to the Premises. Any lock installed by Tenant shall be of a type and style designated by Landlord concurrently with such installation. Any entry to the Premises obtained by Parent and its representatives pursuant Landlord by any of said means shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or any eviction of Tenant from the Premises or any portion thereof. No provision of this Section 6.4 Lease shall be treated construed as “Evaluation Material” of the Acquired Companies for purposes of the Confidentiality Agreement. No investigation pursuant obligating Landlord to this Section 6.4 shall affect perform any repairs, alterations or be deemed to modify any representation or warranty in this Agreement of any party hereto or decorations except as 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not expressly agreed to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged performed by and with a representative of the Company participatingLandlord.

Access. Upon Subject to applicable Law relating to the sharing of information, upon reasonable advance written notice, the Company and except as may otherwise be required by applicable Law, each of Yankees and Braves shall (and each shall cause its Subsidiaries to) afford Parentto the other Party’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to the Acquired Companies’ employees, customers, vendors, partners, its properties, books, contracts and records and contracts and, during such period, the Company each shall (and shall cause its Subsidiaries to) furnish promptly to Parent the other Party all available information concerning its business business, properties and personnel as Parent may reasonably requestbe requested; provided, howeverthat no investigation pursuant to this Section 4.6 shall affect or be deemed to modify any representation or warranty made by any Party; and provided, further, that the Acquired Companies foregoing shall not be required require either Yankees or Braves (i) to permit any inspection or other accessinspection, or to disclose any information, that in the reasonable judgment of the Company could: (a) disclosing Party would result in the disclosure of any trade secrets of Third Parties; (b) third parties or violate any obligation of the Acquired Companies its obligations with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties confidentiality if such disclosing Party shall use their have used reasonable best efforts to cause obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of itself or any of its Subsidiaries, (iii) in the case of Yankees, (x) to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by Yankees or any of its Subsidiaries or any other regulatory activities conducted by Yankees or any of its Subsidiaries that the Chief Executive Officer of Yankees Regulation, Inc. determines, in his or her sole discretion, is confidential and inappropriate to disclose to Braves, or (y) to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by Yankees Stock Exchange LLC or Yankees Arca, Inc. or any other regulatory activities that the Chief Executive Officer of Yankees Regulation, Inc. determines, in his or her sole discretion, is confidential and inappropriate to disclose to Braves, or (iv) in the case of Braves, (x) to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries or any other regulatory activities conducted by Braves or any of its Subsidiaries, if Braves or any of its Subsidiaries determines, in its sole discretion, that such information is confidential and inappropriate to be provided in a manner that would not result in such jeopardy or contravention); disclose to Yankees, or (ey) materially interfere with the conduct to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by Braves or any of the Acquired Companies’ businessits Subsidiaries, if Braves or any of its Subsidiaries determines, in its sole discretion, that such information is confidential and inappropriate to disclose to Yankees. All requests for information obtained by Parent and its representatives made pursuant to this Section 6.4 4.6 shall be treated directed to an executive officer of Yankees or Braves, as “Evaluation Material” the case may be, or such Person as may be designated by either of their executive officers, as 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 case may be, with a copy to the General Counsel of the Company or another Person designated in writing such Party. All such information shall be governed by the Company. Notwithstanding anything herein to the contrary, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier terms of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement.

Access. Upon reasonable advance written noticeBetween the date of this Agreement and the Closing Date, the Company shall (Seller shall, and shall cause its Subsidiaries Subsidiaries, including each Company and each Company Subsidiary and each of their respective Representatives, to, (i) afford Parent’s representatives Buyer and its Representatives reasonable access, at all reasonable times during normal business hours throughout the period prior to the Effective Timehours, to the Acquired Companies’ employeeseach Company and each Company Subsidiary's personnel, customers, vendors, partnerspremises, properties, booksContracts, records books and contracts andrecords, during such periodand other documents and data, the Company shall (and shall cause its Subsidiaries toii) furnish promptly 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 Parent all available information concerning its business Buyer and as Parent Buyer may reasonably request; provided, however(iii) furnish Buyer and its Representatives with such additional financial, that operating, and other data and information as Buyer may reasonably request, but only to the Acquired extent such data or information exists or can be generated or produced without disproportionate expense, and (iv) authorize the Companies' independent certified public accountants to permit Buyer and its independent actuaries, auditors, tax consultants and certified public accountants to examine all accounting records and working papers pertaining to the Financial Statements and Statutory Statements. No investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by Seller. Any investigation pursuant to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller, the Companies or the Company Subsidiaries. Notwithstanding the foregoing, Buyer shall not be required have access to personnel records of the Companies and the Company Subsidiaries relating to medical histories or other information the disclosure of which would subject Seller, any Company or any Company Subsidiary to liability. The foregoing shall not require Seller or any Company to permit any inspection or other accessinspection, or to disclose any information, that in the reasonable judgment of the Company could: (a) Seller would reasonably be expected to result in the disclosure of any trade secrets of Third Parties; (b) third parties or violate any obligation of the Acquired Companies its obligations with respect to confidentialityconfidentiality if Seller or such Company, non-disclosure or privacy; (c) jeopardize protections afforded as the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed thatcase may be, with respect to subclauses (a), (b) and (c), that the Parties shall use their have used reasonable best efforts to cause obtain the consent of such information third party to be provided in a manner that would not result in such jeopardy inspection or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ businessdisclosure. All requests for information obtained by Parent and its representatives made pursuant to this Section 6.4 5.3 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 an executive officer of the Seller or any Company or another Person such other Persons as may be designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingSeller.

Access. Upon reasonable advance written noticeFrom and after the Closing, Buyer shall cause Newco, the Company shall and the Sold Subsidiaries to provide H&H Group and its authorized representatives with reasonable access (for the purpose of examining and shall cause its Subsidiaries to) afford Parent’s representatives reasonable accesscopying), during normal business hours throughout upon reasonable notice and in a manner so as not to interfere unreasonably with the period normal business operations of Buyer, Newco, the Company and the Sold Subsidiaries to the personnel, books and records of Newco, the Company and the Sold Subsidiaries with respect to periods or occurrences prior to the Effective TimeClosing 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 Acquired Companies’ employees, customers, vendors, partners, properties, 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 requestindemnification provisions hereunder; provided, however, that the Acquired Companies nothing in this Section 7.05 shall not be required to permit any inspection or other access, or obligate Buyer to disclose any information, that in the reasonable judgment of the Company could: (a) result in information if the disclosure of any trade secrets of Third Parties; such information would (bi) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts reasonably be expected to cause such information to be provided in a manner that would not result in such jeopardy or contravention); lose the protections of attorney-client privilege arising after the Closing or (eii) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent 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 violate 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 confidentiality obligations arising prior to the General Counsel of Closing between Buyer, Newco, the Company or another Person designated any Sold Subsidiary and an unaffiliated third party (provided, that Buyer shall, without being required to pay any out-of-pocket costs or expenses other than those dictated by the applicable agreement pursuant to which such confidentiality obligations arise, use its reasonable efforts to obtain waivers and consents necessary or appropriate to provide such information as is reasonably requested by Seller). Without limiting the foregoing, within ten (10) Business Days after the Closing, Buyer shall provide H&H Group with a final, year-to-date trial balance for Newco, the Company and the Sold Subsidiaries through the Closing Date, which trial balance shall be prepared on a basis consistent with the Financial Statements and the Company's historical practices. Unless otherwise consented to in writing by the Company. Notwithstanding anything herein to the contraryH&H Group, Parent and Acquisition Sub Buyer shall not, and shall cause their respective representatives not topermit the Company, contact any customer or supplier of the Company in connection with the Merger Newco or any of its Subsidiaries to, for a period of seven (7) years following the other Closing Date, destroy, alter or otherwise dispose of any books and records of the Company, Newco or its Subsidiaries, or any portions thereof, relating to periods prior to the Closing Date without first giving reasonable prior notice to H&H Group and offering to surrender to H&H Group such books and records or such portions thereof. The provisions of this Section 7.05 shall survive the consummation of the transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by binding on all successors and with a representative assigns of Buyer, Newco, the Company participatingand their Subsidiaries and Affiliates, as the case may be.

Access. Upon reasonable advance written noticeDuring 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 Company shall (and shall cause the Company’s Subsidiaries, officers, managers, directors, employees, attorneys, accountants and other agents to grant, to Buyer and its Subsidiaries to) afford Parent’s representatives authorized Representatives and potential lenders, as well as their respective officers, employees, affiliates and other agents, reasonable access, during normal business hours throughout the period prior to the Effective Timeand upon reasonable notice, to the Acquired Companies’ employees, customers, vendors, partnerspersonnel, properties, 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 access, or to disclose any financial information, that in the reasonable judgment books and records of the Company could: and the Company’s Subsidiaries and 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) result in any applicable Law requires Seller or the disclosure Company or any of any trade secrets of Third Parties; the Company’s Subsidiaries to restrict or otherwise prohibit such access or (b) violate such access would give rise to a material risk of waiving any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed provided that, with respect to subclauses in the case that Seller or the Company would restrict access under any of clauses (a) or (b), (b) Seller shall give notice to Buyer of the fact that Seller or the Company is withholding such access and (c), that thereafter Seller and the Parties Company shall use their reasonable best efforts reasonably cooperate with Buyer to cause allow the disclosure of such information to be provided (or as much of it as possible) in an appropriate substitute disclosure arrangement or otherwise in a manner that would not result in such jeopardy or contravention); violate any of clauses (a) or (e) materially b). Any investigation conducted pursuant to the access contemplated by this Section 5.5 will be conducted in a manner that does not unreasonably interfere with the conduct of the Acquired Companiesbusinesses 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’ businessreasonable security measures and insurance requirements, as applicable, and will not include the right to perform invasive testing. All The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent and Buyer or any of its representatives Representatives or any third party in connection with any investigation conducted pursuant to the access contemplated by 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 Company5.5. Notwithstanding anything herein in the Confidentiality Agreement to the contrary, Parent the Confidentiality Agreement will automatically terminate and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer be of no further force or supplier of effect upon the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingClosing.

Access. Upon Tenant shall give Landlord, its agents and employees, access to the Premises at all reasonable advance written times upon at least 24 hours prior notice (which may be oral), and at any time in the case of an emergency (without notice), without charge or diminution of rent, to enable Landlord (i) to examine the same and to make such repairs, additions and alterations as Landlord may be permitted to make hereunder or as Landlord may deem advisable for the preservation of the integrity, safety and good order of the Building or any part thereof; and (ii) upon reasonable notice, to show the Company shall (Premises to prospective mortgagees and shall cause its Subsidiaries to) afford Parentpurchasers and to prospective tenants and in so doing, Landlord will use commercially reasonable efforts to minimize disruption of Tenant’s use and occupancy of the Premises. If representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to the Acquired Companies’ employees, customers, vendors, partners, properties, 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 of Tenant shall not be required present on the Premises to permit entry upon the Premises by Landlord or its agents or employees, at any inspection time when such entry by Landlord is necessary or other accesspermitted hereunder, Landlord may enter the Premises by means of a master key (or, in the event of any emergency, forcibly) without any liability whatsoever to Tenant and without such entry constituting an eviction of Tenant or a termination of this Lease. Landlord shall not be liable by reason of any injury to or interference with Tenant or Tenant’s business arising from the making of any repairs, alterations, additions or improvements in or to disclose the Premises or the Building or to any information, that in the appurtenance or any equipment therein; provided Landlord agrees to use commercially reasonable judgment efforts to minimize disruption of Tenant’s use and occupancy of the Company could: (a) result in Premises. If at any time during the disclosure term of this Lease Tenant vacates or abandons the Premises, Landlord may enter the Premises at any trade secrets time thereafter and without notice to Tenant, for the purpose of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause making such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its 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 improvements to the General Counsel of Premises as Landlord deems reasonably necessary to make the Company or another Person designated in writing by the Company. Notwithstanding anything herein to the contraryPremises presentable and marketable, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Companyall at Tenant’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingexpense.

Access. Upon (a) Between the Execution Date and the Closing Date, Seller shall, and shall cause the Acquired Company and the Acquired Subsidiaries to, give Purchaser and its Representatives, upon reasonable advance written noticenotice to Seller or its Representatives, reasonable access to the Business and reasonable access to and the right to copy, at Purchaser’s sole cost, risk and expense, the Books and Records (or originals thereof), for the purpose of conducting a reasonable due diligence review of the Acquired Company, the Acquired Subsidiaries and the Business, but only to the extent that Seller and the Acquired Company may do so without violating any obligations to any Third Party and to the extent that Seller and the Acquired Company have the authority to grant such access without breaching any restrictions binding on them, in each case, as determined by Seller in its reasonable discretion; provided that Seller shall (use Commercially Reasonable Efforts to cause such Third Party to agree to permit Seller to provide such access to Purchaser and its Representatives. Purchaser shall, and shall cause its Subsidiaries Representatives to) afford Parent, abide by Seller’s representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to and the Acquired Companies’ employeesCompany’s safety rules, customersregulations, vendors, partners, properties, books, records and contracts and, during such periodoperating policies while conducting its due diligence evaluation of the Acquired Company, the Company Acquired Subsidiaries and the Business. Any conclusions made from any examination done by Purchaser shall (result from Purchaser’s own independent review and shall cause its Subsidiaries to) furnish promptly to Parent all available information concerning its business as Parent may reasonably requestjudgment; provided, however, that neither Purchaser nor its Representatives shall conduct any environmental site assessment, compliance evaluation or investigation with respect to Seller, the Acquired Companies 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 required to permit unreasonably conditioned, withheld or delayed and (ii) on any inspection or other access, or to disclose any information, that in the reasonable judgment properties of the Company could: (a) result in Group or related to the disclosure of any trade secrets of Third Parties; Business other than the Owned Real Property). (b) violate any obligation of The access granted to Purchaser under this Section 6.1 shall be limited to the Acquired Companies with respect to confidentialityCompany’s normal business hours, 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 Purchaser’s investigation shall use their reasonable best efforts to cause such information to be provided conducted in a manner that would not result in such jeopardy minimizes interference with the operation of the Acquired Company, the Acquired Subsidiaries and the Business. Purchaser shall coordinate its access rights with the Acquired Company to reasonably minimize any inconvenience to or contravention); or (e) materially interfere with interruption of the conduct of the Acquired Companies’ businessBusiness. All information obtained by Parent and Purchaser also agrees that neither Purchaser nor its representatives pursuant to this Section 6.4 Representatives shall be treated as “Evaluation Material” contact any of the employees, customers, suppliers or parties that have business relationships with Seller, 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 contraryany Acquired Subsidiary, Parent and Acquisition Sub shall notnor any Governmental Body or representatives thereof, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger transactions contemplated hereby, whether in person or any 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 Acquired Company and the Acquired Subsidiaries and that such confidential information (which includes Purchaser’s conclusions with respect to its evaluations) shall be held confidential by Purchaser in accordance with the terms of the other transactions contemplated by 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 without the Company’s prior consent (such consent not to be unreasonably withheldSection 6.1, conditioned or delayed)PURCHASER HEREBY AGREES TO INDEMNIFY, and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingDEFEND AND HOLD HARMLESS THE ACQUIRED COMPANY AND THE SELLER GROUP FROM AND AGAINST ANY AND ALL DAMAGES ATTRIBUTABLE TO PERSONAL INJURY, DEATH OR PHYSICAL PROPERTY DAMAGE, OR VIOLATION OF THE ACQUIRED COMPANY’S RULES, REGULATIONS, OR OPERATING POLICIES, ARISING OUT OF, RESULTING FROM OR RELATING TO ANY FIELD VISIT OR OTHER DUE DILIGENCE ACTIVITY CONDUCTED BY PURCHASER WITH RESPECT TO THE BUSINESS.

Access. Upon reasonable advance written notice(a) During the Examination Period, the Company shall (Seller will provide Buyer and shall cause its Subsidiaries to) afford Parent’s representatives reasonable accessaccess to the Properties and access to the Financial Records, in each case during Seller’s normal business hours, for the purpose of conducting an investigation of the Assets, but only to the extent that Seller may do so without (i) violating applicable Laws or breaching any Contracts, (ii) waiving any legal privilege of Seller, any of its Affiliates, or its counselors, attorneys, accountants or consultants, or (iii) violating any obligations to any Third Party and to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. In the event that access to the Properties or Financial Records is restricted for any reason, Seller shall advise Buyer in writing of such restriction. Such access by Buyer shall be limited to Seller’s normal business hours throughout the period prior to the Effective Time, to the Acquired Companies’ employees, customers, vendors, partners, properties, books, records and contracts and, during such period, the Company B▇▇▇▇’s investigation 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 access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided conducted in a manner that would not result in such jeopardy or contravention); or (e) materially interfere minimizes interference with the conduct operation of the Acquired Companies’ businessAssets. All information obtained by Parent Buyer and its representatives pursuant to under this Section 6.4 shall be treated as “Evaluation Material” 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, indemnify, release and hold harmless the Seller Indemnitees and all co-owners of the Acquired Companies for purposes Assets from and against any and all Liabilities arising out of or relating to the Confidentiality Agreement. No investigation pursuant access to this Section 6.4 shall affect Seller’s or be deemed to modify any representation its Affiliates’ offices or warranty 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 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, Parent and Acquisition Sub shall not, and shall cause their respective officers, employees, agents, advisors or representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent Agreement. THE DEFENSE, RELEASE, INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS SET FORTH IN THIS SECTION 7.01 SHALL ENTITLE THE INDEMNITEE TO SUCH DEFENSE, RELEASE, INDEMNIFICATION AND HOLD HARMLESS HEREUNDER IN ACCORDANCE WITH THE TERMS HEREOF, REGARDLESS OF WHETHER THE CLAIM GIVING RISE TO SUCH OBLIGATION IS THE RESULT OF: (such consent not to be unreasonably withheldA) STRICT LIABILITY, conditioned or delayed)(B) THE VIOLATION OF ANY LAW BY SUCH INDEMNITEE, and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingOR (C) THE SOLE, CONCURRENT OR COMPARATIVE NEGLIGENCE OF SUCH INDEMNITEE, BUT SPECIFICALLY EXLUDING THE GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF SELLER INDEMNITEES AND CO-OWNERS OF THE ASSETS AND ANY PRE-EXISTING CONDITIONS.

Access. Upon Between the date of this Agreement and the Closing, Seller shall give to Buyer, its officers, agents, employees, counsel, accountants, engineers and other representatives, 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 access to the Effective Timepremises and books and records relating to the System and, to the Acquired Companies’ employeesextent permitted by Law, customerscause Seller’s employees to furnish to Buyer such information related to the System as Buyer shall from time to time reasonably request for the purposes of preparing for the transition of the System to Buyer or any other reasonable purpose relating to the transactions contemplated by this Agreement, vendors, partners, properties, books, records including strand mapping that is performed in an unintrusive manner and contracts and, during such period, in a manner that does not affect the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all available information concerning its business as Parent may reasonably requestoperation or performance of the System; provided, however, that any such investigation shall be conducted (a) during normal business hours and (b) in such a manner as not to interfere with the Acquired Companies operation of the System. Notwithstanding the foregoing, (i) no environmental sampling or other testing may be performed without Seller’s prior written consent, which consent may be given or withheld in Seller’s sole discretion, and (ii) Buyer will not contact any employee, independent contractor, customer or supplier of Seller with respect to this Agreement without the prior written consent of Seller, which consent shall not be required to permit any inspection or other accessunreasonably withheld, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), provided that the Parties preceding limitation shall use their not apply to reasonable best efforts to cause contacts made by Buyer with independent contractors and suppliers of Seller if such information to be provided in a manner that would contacts do not result in such jeopardy or contravention); or (e) materially interfere with or negatively affect the conduct of the Acquired CompaniesBusiness or the operation of the System. Buyer agrees to indemnify and hold Seller harmless in full from and against all losses, liabilities, damages, costs, assessments, fines, interest, penalties, deficiencies and other obligations and expenses (including customer claims, losses of subscribers, termination of services and reasonable out-of-pocket attorneys’ business. All information obtained fees and expenses) (collectively, “Losses”) arising out of any testing and sampling by Parent and its representatives Buyer to which Seller may consent to pursuant to this Section 6.4 7.1. Buyer agrees that any Losses suffered by Seller as contemplated by the previous sentence shall not: (i) constitute a breach by Seller of any of its representations, warranties or covenants under this Agreement or any Ancillary Agreement; (ii) cause the failure of any closing condition set forth in Article X to be treated as “Evaluation Material” met; or (iii) cause, or be the basis for, any adjustment to the Cash Payment set forth in Section 4.3 (including due to any loss of the Acquired Companies for purposes of the Confidentiality Agreementsubscribers). No investigation Buyer acknowledges that any information made available to Buyer 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 7.1 is subject to the General Counsel terms of the Company or another Person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent Non-Disclosure Agreement and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingSection 8.3.

Access. Upon Graco and Graco US Finishing Brands shall in good faith work with the Hold Separate Trustee to provide Purchaser Parent and its representatives: (i) reasonable 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 access to the Effective TimeAsset Selling Subsidiaries’ and the Acquired Subsidiaries’ respective employees, accountants, lenders, attorneys, insurers and other third-party representatives engaged with respect to the Liquid Finishing Business, (ii) reasonable access to the Asset Selling Subsidiaries’ and the Acquired Subsidiaries’ properties, Contracts, Books and Records, and other documents and information in each case relating to the Liquid Finishing Business; (iii) copies of all such Contracts, Books and Records, and other documents and information relating to the Liquid Finishing Business as they may reasonably request; and (iv) such additional financial, operating, and other data and information relating to the Liquid Finishing Business as they may reasonably request. Graco and Graco US Finishing Brands shall in good faith work with the Hold Separate Trustee to cooperate and assist, to the Acquired Companies’ employeesextent reasonably requested by Purchaser Parent and its representatives, customers, vendors, partners, with Purchaser Parent’s investigation of the properties, booksassets, records and contracts andfinancial condition of the Liquid Finishing Business. Purchaser Parent and US Purchaser acknowledge and agree that Graco’s and its Affiliates’ ability to provide Purchaser Parent and its representatives with information about the Liquid Finishing Business is in all respects subject to the limitations imposed by the FTC (including, during such periodbut not limited to, the Company Final Order and the Hold Separate Trustee. Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall (and shall cause its Subsidiaries to) furnish promptly Purchaser Parent or US Purchaser or any of their respective Affiliates or their respective representatives be entitled to Parent all available information concerning its business as Parent may reasonably requestconduct any Phase I Environmental Site Assessment or Phase II Environmental Site Assessment in respect of the Owned Real Property or the Leased Real Property, on or before the Closing Date without the written consent of Graco; provided, however, that Graco shall obtain from Graco’s environmental consultants a reliance letter to allow Purchaser Parent and US Purchaser to rely upon any and all Phase I Environmental Site Assessments prepared by such environmental consultants in respect of the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information, that Owned Real Property and the Leased Real Property located in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentialityUnited States, 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 acknowledged and agreed that, with respect if any such Phase I Environmental Site Assessments must be updated in order to subclauses (a)allow Purchaser Parent and US Purchaser to rely on same, (b) and (c)Graco shall, that upon the Parties shall use their reasonable best efforts to request of Purchaser Parent, cause such information Phase I Environmental Site Assessments to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere updated, with the conduct of the Acquired Companies’ business. All information obtained by Parent costs 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection expenses associated with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not updates to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged borne by and with a representative of the Company participatingPurchaser Parent.

Access. Upon reasonable advance written noticeFor so long as the Investor has the right to designate at least one (1) director for nomination under this Agreement and subject to the confidentiality obligations set forth in Section 1.7, the Company shall (Compo PubCo shall, and shall cause its Subsidiaries to) afford Parent’s representatives , permit the Investor and its respective designated representatives, at reasonable access, during normal business hours throughout the period times and upon reasonable prior notice to the Effective TimeCompo PubCo, to review the Acquired Companies’ employees, customers, vendors, partners, properties, books, records records, contracts and contracts andagreements of Compo PubCo or any of such Subsidiaries and to discuss the affairs, during finances and condition of Compo PubCo or any of such periodSubsidiaries with the officers of Compo PubCo or any such Subsidiary. For so long as the Investor has the right to designate at least one (1) director for nomination under this Agreement, the Company shall (Compo PubCo shall, and shall cause its Subsidiaries to) furnish promptly , provide the Investor, in addition to Parent all available other information concerning its business as Parent may that might be reasonably request; provided, however, that requested by the Acquired Companies shall not be required Investor from time to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of the Company couldtime: (a) result in direct access to the disclosure of any trade secrets of Third Parties; Compo PubCo’s auditors and officers; (b) violate any obligation copies of all materials provided to the Acquired Companies Compo PubCo Board at the same time as provided to the Board; (c) access to appropriate officers and directors of Compo PubCo at such times as may be requested by the Investor with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded matters relating to the Company under the attorney-client privilege or the attorney work product doctrine; business and affairs of Compo PubCo and its Subsidiaries; (d) violate any Law (it being agreed that, information in advance with respect to subclauses (a)any significant corporate actions, (b) including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and (c), that material amendments to the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy certificate of incorporation or contravention); bylaws of Compo PubCo or any of its respective Subsidiaries; and (e) materially interfere with to the conduct extent otherwise prepared by Compo PubCo, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Acquired Companies’ business. All information obtained by Parent Compo PubCo and its representatives pursuant Subsidiaries. For so long as the Investor has the right to designate at least one (1) director for nomination under 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, Parent and Acquisition Sub shall notCompo PubCo shall, and shall cause their respective representatives not its Subsidiaries to, contact use commercially reasonable efforts to provide the Investor access to “Growth Days” and any customer other substantive meetings that take place between Compo PubCo’s officers, directors and employees, on the one hand, and one or supplier more members of the Company in connection with the Merger Compo PubCo Board or any stockholder of Compo PubCo, on the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinghand.

Access. Upon (a) Subject to applicable Law and in accordance with the Confidentiality Agreement, upon reasonable advance written notice, each of the SunGard Entities, with respect to the Business only, and the Company shall (and shall cause its Subsidiaries to) afford Parent’s representatives reasonable accessEntities, during normal business hours shall, throughout the period prior to the earlier of the Effective TimeTime or the termination of this Agreement, afford to the Datatel Entities and their duly authorized Representatives reasonable access to its officers, employees, consultants and representatives and, during normal business hours, in a manner that does not unreasonably interfere with the Business, to its and its Subsidiaries’ and the Acquired CompaniesCompany Subsidiaries’ employees, customers, vendors, partnersofficers, properties, Contracts, books, records (including Tax Returns filed and contracts andthose in preparation, during such periodwork papers and other materials relating to Taxes, but only to the extent relating to the Company shall (Entities or the Business), any report, schedule or other document filed or received by it pursuant to the requirements of the federal or state securities Laws, and shall use their respective reasonable efforts to cause its Subsidiaries to) their respective Representatives to furnish promptly such additional financial and operating data and other information, including environmental information, as to Parent all available information concerning its business the Business as Parent the Datatel Entities or their duly authorized Representatives, as the case may be, may reasonably request, and instruct its Representatives to cooperate with the Datatel Entities and their duly authorized Representatives in their investigation; provided, however, that the Acquired Companies foregoing shall not permit the Datatel Entities or their duly authorized Representatives to conduct any invasive or destructive environmental sampling, testing or analysis on the property of the SunGard Entities, the Company or their Subsidiaries. (b) Notwithstanding the foregoing, neither the SunGard Entities, the Company Entities, nor their respective Subsidiaries, as applicable, shall be required to permit provide any inspection information to the extent that any such Person has reasonably determined that it is legally obligated to keep such information confidential or other access, otherwise not to provide such information or to disclose any information, the extent that in the reasonable judgment such access would be reasonably likely to constitute a waiver of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct privilege. Each of the Acquired Companies’ business. All Datatel Entities will, and will cause its Subsidiaries to hold, and will direct its and their Representatives to hold, any and all information obtained by Parent and its representatives pursuant to this Section 6.4 shall be treated as “Evaluation Material” received from any of the Acquired Companies for purposes of SunGard Entities, directly or indirectly, in confidence in accordance with 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

Access. Upon reasonable advance written noticeCommencing upon the execution of this Agreement by Buyer and Seller, the Company Seller shall allow (and shall or cause its Subsidiaries toto be allowed) afford ParentBuyer or Buyer’s agents, employees, contractors, lenders or representatives reasonable access, during normal business hours throughout the period prior access to the Effective TimeProperty for purposes of any non-intrusive physical or environmental test, study or inspection of the Property and, to the Acquired Companies’ employeesextent copies are not provided to Buyer by Seller pursuant to Section 6.1, customers, vendors, partners, properties, books, review and copying of Seller’s books and records relating to the Membership Interests and contracts and, during the Property and any of the documents described in Section 6.1 above. Buyer shall also be permitted to review such period, other matters necessary in the Company shall discretion of Buyer to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof (and shall cause its Subsidiaries to) furnish promptly to Parent all available information concerning its business as Parent may reasonably request; provided, however, however that the Acquired Companies Buyer's right to review such other matters shall not be deemed to increase Seller's obligation to provide documents as required to permit any inspection under Section 6.1, Section 21.1 or other accessSection 21.1, or to disclose access as required under this Section 6.2). Buyer shall not conduct or authorize any informationphysically intrusive testing of, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentialityon, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or Property without first obtaining Seller’s consent as to the attorney timing and scope of work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would performed, which consent shall not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed. 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 Parent that each of Seller and Acquisition Sub acknowledge Property Owner has been named as an additional insured under such insurance. Seller hereby acknowledges and agree agrees that Buyer or Buyer’s representatives may communicate with any governmental authority or quasi-governmental authority for the purpose of gathering information in connection with the Membership Interests, the Property or the Seller, or the transaction contemplated by this Agreement. Buyer agrees that, until Closing occurs, all of Seller’s Deliveries will be kept confidential by Buyer and its affiliates except for Permitted Disclosures (as hereinafter defined); provided that Buyer and its affiliates may disclose information from Seller’s Deliveries to their respective employees, agents, representatives, accountants, attorneys, consultants or contractors in connection with its evaluation of the Property and Membership Interest and to any 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 contact information and of Buyer's obligations in that respect under this Agreement and directs the person to whom the disclosure is made to treat such information confidentially and not to disclose such information to any person other than as authorized by this Section 6.2. Seller hereby expressly recognizes the need to disclose, and agrees to the disclosure of, certain aspects of this transaction to Buyer's (or Buyer's affiliate's) employees, agents, representatives, accountants, attorneys, consultants or contractors in connection with its evaluation of the Property and Membership Interest and to any bank or other lending institution (or underwriter or servicer therefor) that Buyer requests to provide financing for the Property or the Membership Interests. Buyer is not responsible for the actions of third parties as to the disclosure of confidential information, except with respect to its obligation in this paragraph to inform such persons of the confidentiality of such information. Except as provided in the preceding sentences of this paragraph, the existence and contents of this Agreement and the negotiations of parties with respect to the possible sale and purchase of the Membership Interests shall be arranged 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 with after Closing, either party may issue a representative press release describing the transaction, provided that neither of Seller or Buyer may include the identity of the Company participatingother party in such press release unless such press release is approved in writing in advance by the other party.

Access. Upon reasonable advance written noticeOn and after the Closing Date, the Company shall (and shall Purchaser will cause its Subsidiaries to) the Companies to afford Parent’s representatives reasonable access, during normal business hours throughout the period prior promptly to the Effective Time, Seller and its agents reasonable access to the Acquired Companies’ employees, customers, vendors, partners, each of their respective properties, books, records records, employees and contracts and, during such period, auditors to the Company shall (extent necessary to permit the Seller to determine any matter relating to its rights and shall cause its Subsidiaries to) furnish promptly obligations hereunder or to Parent all available information concerning its business as Parent may reasonably requestany period ending on or before the Closing Date; provided, however, that any such access by the Acquired Companies Seller shall not be required to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially unreasonably interfere with the conduct of the Acquired Companies’ businessbusiness of the Purchaser. All The Purchaser shall promptly provide the Seller with copies of any environmental assessments or audits of any of the properties of the Seller conducted by the Purchaser or its representatives. The Purchaser will hold, and will use its reasonable best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by Requirements of Law, all confidential documents and information obtained by Parent and its representatives concerning the Seller or the Companies provided to it pursuant to this Section 6.4 shall be treated as “Evaluation Material” 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 material business relation of the Acquired Seller or the Companies for purposes prior to the Closing without the prior written consent of the Confidentiality Agreement. No investigation pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty Seller except for contacts 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 ordinary course of the Company Purchaser’s business that do not make inquiry or another Person designated in writing by disclosure respecting the Company. Notwithstanding anything herein to Companies, the contrarySeller, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement, the Purchaser’s contact or interaction with the Companies or the Seller, the existence of this Agreement without or any other interaction involving the Company’s prior consent (such consent not to be unreasonably withheld, conditioned Companies or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingSeller.

Access. Landlord and their designated representative(s) may enter the Premises in order to do any of the following: 1. Upon reasonable advance written noticenotice to Tenant and at reasonable times: i. inspect the Premises; ii. make necessary or agreed repairs, decorations, alterations, or improvements; iii. supply necessary or agreed services; iv. exhibit the Premises to prospective or actual mortgagees, workmen, contractors, appraisers and/or representatives of any Owners' Association. 2. After notice of termination of this lease by Landlord or Tenant beginning ninety days preceding the expiration of the lease term, place a "For Sale" or "For Lease" sign upon the premises in addition to a realtor lockbox and exhibit the premises to prospective and/or actual purchasers and/or tenants at reasonable times and during reasonable hours. 3. In case of emergency, where it is impractical for Landlord to give reasonable notice to Tenant of Landlord's intent to enter the Premises, or in case the Premises have been vacated, abandoned, or surrendered by Tenant, the Company shall (and shall cause its Subsidiaries toPremises may be entered by Landlord, and/or their duly designated representative(s) afford Parent’s representatives reasonable accesswithout notice to the Tenant. If Tenant does not keep any scheduled maintenance appointment, or fails to allow access during normal regular business hours throughout the period prior to the Effective Time, to the Acquired Companies’ employees, customers, vendors, partners, properties, 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 access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or accomplishing any of the other transactions contemplated above objectives, Tenant shall bear any additional expense incurred by Landlord as a result of Tenant's failure to keep the appointment or Tenant's denial of access to the Premises to Landlord. If the Tenant refuses to allow or prevents access to the Landlord as provided herein, Landlord may obtain injunctive relief to compel access or may terminate this Agreement without Lease. In either case, Landlord may recover actual damages sustained and reasonable attorney's fees. 4. Should it become necessary to make repairs or to decorate the Company’s prior consent (such consent not Premises, Landlord, whenever possible, shall make arrangements for contracted workers to be unreasonably withheld, conditioned or delayed), coordinate with Tenant the time and Parent and Acquisition Sub acknowledge and agree that any such contact date when workers may enter the Premises in order to accomplish the work. It then shall be arranged by the Tenant's responsibility to insure that these workers have access to the Premises at a time and with a representative date convenient to both Tenant and workers and that this time and date should be during the regular business hours of the Company participatingfirm doing the work. 5. Tenant hereby covenants and agrees to complete any forms required by the Rules and Regulations and/or Association Documents and to give Landlord permanent authorized admittance to the Premises throughout the Lease Term and any renewal, extension, or holdover term.

Access. Upon reasonable advance written noticeDuring the Pre-Closing Period, the Company shall (Seller shall, and shall cause its Subsidiaries the Sold Companies to, (i) reasonably cooperate with Buyer to facilitate the transition to Buyer on the Closing Date of the IT systems and network used in the operation of the Business or by the Sold Companies (provided that such cooperation does not unreasonably interfere with the Business or the business of Seller), and (ii) afford Parent’s representatives to Buyer, through its employees and authorized representatives, reasonable access, access during normal business hours throughout the period and upon prior reasonable written notice to the Effective TimeSeller, to the Acquired Companies’ employees, customers, vendors, partnersofficers, properties, facilities, assets, Contracts, books, financial information and records of the Sold Companies (including (x) working papers and contracts anddata 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, during further, that such periodaccess shall not include any invasive or destructive sampling or testing of any environmental medium or building material; provided, further, Buyer shall not have access to personnel records of Seller or its Affiliates relating to individual performance or evaluation records, medical histories or other information which in Seller’s good faith opinion is sensitive or the Company 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 Sold Companies, Seller shall be entitled to have a representative of Seller accompany Buyer or its authorized representatives at all times. Notwithstanding anything to the contrary in this Agreement, Seller and the Sold Companies shall not be required to disclose (and 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 cause be disclosed in compliance with the Joint Defense Agreement), (x) jeopardize any attorney-client privilege, or (y) violate any applicable Law or Order, (B) information relating to any sale or divestiture process conducted by Seller or its Subsidiaries toAffiliates for the Business or Seller’s or its Affiliates’ (or their Representatives’) furnish promptly evaluation of the Business in connection therewith, including projections, financial or other information relating thereto, or (C) any consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Sold Companies) is the common parent or any other information relating to Parent all available Taxes or Tax returns other than information concerning its business as Parent may reasonably requestrelating solely to the Sold Companies; provided, however, that Seller shall cooperate with Buyer and shall use commercially reasonable efforts to design and implement alternative disclosure arrangements and, to the Acquired Companies shall not be required extent available, use such alternative disclosure arrangements to permit any inspection or other access, or to disclose any provide information, that in documents, and access to the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentialityBuyer and its representatives, 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 thatagents, with respect to subclauses (a)employees, (b) counsel, and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided advisors in a manner that would not result in such jeopardy violate applicable Law or contravention); Order or (e) materially interfere cause the loss of attorney-client privilege with respect thereto. The parties agree that the conduct provisions of the Acquired Companies’ business. All Confidentiality Agreement shall continue in full force and effect following the execution and delivery of this Agreement until the Closing, and all information obtained by Parent and its representatives pursuant to this Section 6.4 5.2 shall be treated as “Evaluation Material” of the Acquired Companies for purposes of kept confidential in accordance with 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

Access. Upon reasonable advance written noticeUntil the expiration of the Due Diligence Period, the Company Seller Group shall (and shall cause its Subsidiaries to) afford ParentLender’s or Lenders’ agents or representatives reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to the Acquired Companies’ employeesReal Property and improvements for purposes of any non-intrusive physical, customers, vendors, partners, properties, 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 structural or environmental inspection or other access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result 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 disclosure of any trade secrets of Third Parties; (b) violate any obligation other owners of the Acquired Companies with respect Land and Improvements, at no cost to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed Seller Group. Purchaser agrees that, with respect to subclauses (a)cover any physical or environmental inspections of the Real Property by Lenders, (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would Purchaser or Purchaser’s agents will carry not result in such jeopardy or contravention)less than $2,000,000 comprehensive general liability insurance; or (e) materially will not interfere with the conduct activity of any persons occupying or providing service at the Acquired CompaniesReal Property; and will not contact any governmental authority and will not reveal to any governmental authority the results of its inspections except to the extent required by law. Such insurance policy shall name Seller as an additional insured. PURCHASER SHALL NOT AND SHALL NOT PERMIT ITS LENDERS TO, CONDUCT OR ALLOW ANY PHYSICALLY INVASIVE OR SUBSURFACE TESTING OF, ON, ABOUT OR UNDER THE LAND OR IMPROVEMENTS WITHOUT FIRST OBTAINING SELLER GROUP’S WRITTEN CONSENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, AS TO THE TIMING AND SCOPE OF WORK TO BE PERFORMED. PURCHASER’S BREACH OF THE FOREGOING PROHIBITION SHALL ENTITLE SELLER GROUP, AT ITS OPTION, IMMEDIATELY TO DECLARE THIS AGREEMENT TO BE TERMINATED AND TO DEDUCT FROM THE DEPOSIT ANY DAMAGES ACTUALLY INCURRED BY SELLER TO REPAIR THE DAMAGE CAUSED BY PURCHASER OR PURCHASER’S LENDERS. WITH REGARD TO THE LENDERS’ businessREQUESTS 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. All information obtained by Parent ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is the “point person” of Seller Group whom Purchaser and its representatives pursuant to this Section 6.4 Lenders 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 coordinate all visits and 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingdocumentation.

Access. Upon reasonable advance written noticeprior notice to Seller, the Company Purchaser and its agents, employees, consultants, contractors, subcontractors, lenders and representatives shall (and shall cause its Subsidiaries to) afford Parent’s representatives have reasonable access, during normal business hours throughout the period prior access to the Effective TimeProperty and all books and records for the Property that are in Seller’s possession (except for any of Seller’s scientific materials and business records relating, except to the Acquired Companies’ employeesde minimis extent, customers, vendors, partners, properties, books, records and contracts and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly primarily to Parent all available information concerning its business operations conducted at the Property as Parent may opposed to primarily the ownership of the Property (“Seller’s Personal Documents”)) 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 requestrequired by Purchaser; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior consent (which consent may be withheld in Seller’s sole and absolute discretion) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. All access shall be subject to any rights of ChemNavigator (the “Existing Building F Subtenant”) under that certain sublease dated September 19, 2005, as amended by Amendment No. 1 to Sublease effective as of January 19, 2007, by and between the Acquired Companies shall not be required to permit Existing Building F Subtenant and Seller covering approximately 2,000 square feet in Building F (the “Existing Building F Sublease”). If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, contractors, subcontractors, lenders and representatives shall have a continuing right of reasonable access to the Property and any office of Seller where the records of the Property are kept or, if Seller designates an office for such records (i.e., a “war room”), then that particular office, with reasonable prior notice, for the purpose of examining and making copies of all books and records and other accessmaterials relating to the Property in Seller’s possession or control (except for Seller’s Personal Documents). During the Due Diligence Period, Purchaser may conduct tenant interviews. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon reasonable prior notice to Seller. In the course of its investigations, Purchaser may make inquiries to third parties, including, without limitation, representatives, contractors, property managers, parties to Fee Service Contracts and municipal, local and other government officials and representatives in accordance with the terms of this Agreement, and Seller consents to such inquiries. Purchaser hereby indemnifies, protects, defends (with counsel reasonably acceptable to Seller) and holds Seller and the Property free and harmless from and against any and all costs, losses, liabilities, damages, lawsuits, judgments, actions, proceedings, penalties, demands, attorneys’ fees, mechanic’s liens, or expenses of any kind or nature whatsoever (“Claims”), to disclose the extent caused by any informationentry and/or activities upon the Property by Purchaser or Purchaser’s agents, employees, consultants, contractors, subcontractors, lenders and representatives, provided, however, Purchaser shall not indemnify Seller against any Claims caused by Seller’s negligence or willful misconduct, or Claims arising out of conditions that in were present before Purchaser entered the reasonable judgment of Property, except to the Company could: extent that Purchaser’s activities (a) result are unreasonable in the disclosure of any trade secrets of Third Parties; (b) violate any obligation context of the Acquired Companies with respect information provided to confidentialityPurchaser, 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 thatreasonably evident to Purchaser, with respect to subclauses (a)such existing conditions, and (b) and (c), that exacerbate such existing conditions. The foregoing indemnity obligations shall survive the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct termination of the Acquired Companies’ business. All information obtained by Parent 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 and 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingClosing.

Access. Upon (a) Prior to the Closing and subject to applicable Laws, Investor shall be entitled, through its officers, employees and Representatives (including its legal advisors and accountants), to have such access to the properties, management, businesses and operations of the Group Companies and such examination of the books and records of the Group Companies as it reasonably requests in connection with the transactions contemplated by this Agreement (including Tax Returns and Tax work papers). Any such access and examination shall be conducted on reasonable advance written notice, the Company shall (during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. Trailblazer shall cause its Subsidiaries to) afford Parent’s representatives the Group Companies to use their respective commercially reasonable accessefforts to cause the officers, during normal business hours throughout the period prior to the Effective Time, to the Acquired Companies’ employees, customersconsultants, vendorsagents, partnersaccountants, properties, books, records attorneys 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 access, or to disclose any information, that in the reasonable judgment Representatives of the Company could: (a) result Group Companies to reasonably cooperate with Investor in connection with such access and examination, and each of Investor and its Representatives shall reasonably cooperate with the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Group Companies with respect to confidentialityand their respective officers, 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 thatemployees, with respect to subclauses (a)consultants, (b) agents, accountants, attorneys and (c), that the Parties other Representatives and shall use their commercially reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its 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 minimize 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 disruption to the General Counsel of the Company or another Person designated in writing by the Companybusiness. Notwithstanding anything herein to the contrary, Parent and Acquisition Sub no such access or examination shall notbe permitted to the extent that it would, and shall cause their respective representatives not toas determined by Trailblazer upon advice of counsel, contact any customer or supplier of the Company in connection with the Merger or require any of the other transactions contemplated by this Agreement Group Companies to disclose information subject to attorney client privilege or conflict with any confidentiality obligations to which any Group Company is bound; provided, however, that Trailblazer shall cause the Group Companies to use their respective commercially reasonable efforts to obtain a waiver of any such confidentiality obligations upon Investor’s reasonable prior written request. Notwithstanding anything to the contrary contained herein, (x) without the Company’s prior written consent of Trailblazer (such which consent may not to be unreasonably withheld, conditioned or delayed), Investor shall not, and Parent shall cause its officers, employees, legal advisors, consultants, agents, accountants and Acquisition Sub acknowledge and agree other Representatives not to, contact any supplier, customer, independent contractor, landlord, lessor, bank, any Person with whom any Group Company has or has had a business relationship or other lender or Representative of or to the Group Companies with respect to any Group Company or the transactions contemplated by this Agreement; provided that Trailblazer shall have the right to have one or more Representatives present during any such contact in the event that it consents to such contact, and (y) neither Investor nor its Representatives shall have any right to perform invasive or subsurface investigations of the properties or facilities of any Group Company without the prior written consent of Trailblazer (which consent may be withheld for any or no reason). Trailblazer does not make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 5.5(a) and none of Investor and/or any other Person may rely on the accuracy of any such information, other than as expressly set forth in Trailblazer’s representations and warranties contained in Article II; provided that no investigation pursuant to this Section 5.5(a) by Investor or its Representatives shall be arranged by deemed to modify any of Trailblazer’s representations and warranties contained in Article II. (b) Investor acknowledges that the information provided to Investor in connection with a representative this Agreement and the transactions contemplated hereby is subject to the terms of the Company participatingMutual Confidentiality and Non-Disclosure Agreement between Groupon and KKR Asia Limited, a Hong Kong Company, dated as of December 18, 2014 and the Mutual Confidentiality and Non-Disclosure Agreement between Groupon and Anchor Equity Partners (Asia) Ltd., dated as of November 24, 2014, as either of such agreements may be amended or supplemented, the terms (including of any amendments or supplements) of which are incorporated herein by reference.

Access. Upon reasonable advance written notice, the (a) The Company shall (afford Parent and shall cause its Subsidiaries to) afford Parent’s representatives Representatives reasonable access, access during normal business hours upon reasonable advance notice to the Company, throughout the period prior to from the date hereof until the earlier of the termination of this Agreement and the Teton Merger Effective Time, to the Acquired Companiesits and its Subsidiaries’ employees, customers, vendors, partnerspersonnel, properties, booksassets, Contracts, commitments, books and records and contracts and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all available other information concerning its business business, properties, finances, operations, assets, litigation matters, environmental compliance matters, cash-flow reports and personnel as Parent may reasonably request; provided. The Company shall use its commercially reasonable efforts to cause its Representatives to reasonably cooperate with Parent and Parent’s Representatives in connection with such access and examination. Notwithstanding anything to the contrary contained in this Section 6.2(a), howeverany document, that correspondence or information or other access provided pursuant to this Section 6.2(a) may be redacted or otherwise limited to prevent disclosure of information concerning the Acquired Companies valuation of the Company and the Teton Merger or other similarly confidential or competitively sensitive information. All access pursuant to this Section 6.2(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the Chief Legal Officer of the Company or a designee thereof. (b) Notwithstanding anything to the contrary contained in this Section 6.2, neither the Company nor any of its Subsidiaries shall be required to permit provide any inspection or other access, or to disclose make available any document, correspondence or information, that if doing so would, in the reasonable judgment of the Company’s legal counsel, (i) jeopardize or cause a risk of loss or waiver of the attorney-client, attorney work product or other similar privilege of the Company could: or any of its Subsidiaries or (a) result in the disclosure of any trade secrets of Third Parties; (bii) violate any obligation (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the Acquired Companies with respect to confidentialitybusiness, non-disclosure or privacy; (c) jeopardize protections afforded of the Company under or any of its Subsidiaries or (B) Contract to which the attorney-client privilege Company or the attorney work product doctrineany of its Subsidiaries is a party or by which any of their assets or properties are bound; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c)provided, that in such instances the Parties Company shall inform Parent of the general nature of the information being withheld and, on Parent’s request, reasonably cooperate with the other party to use their reasonable best efforts to cause provide such information to be provided information, in whole or in part, in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct any of the Acquired Companies’ business. All outcomes described in the foregoing clauses (i) and (ii). (c) The parties hereto hereby agree that all information obtained by Parent and its representatives pursuant provided 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 them 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company Representatives in connection with this Agreement and the Merger or any consummation of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact hereby shall be arranged by governed in accordance with the Confidentiality Agreement and the Clean Team Agreement, each of which shall continue in full force and effect in accordance with a representative of the Company participatingtheir terms.

Access. Upon (a) Prior to the Closing, Raintree and the Company shall permit Buyer and its representatives to have access, during regular business hours and upon reasonable advance written 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 shall promptly deliver to the Company, all original documents, work papers and other material obtained by Buyer or on its behalf from Raintree and the Company, or any of their respective agents, employees or representatives as a result hereof or in connection herewith whether so obtained before or after the execution hereof. Buyer shall at all times prior to the Closing Date, and in the event of termination of this Agreement, cause any information so obtained to be kept confidential and will not use, or permit the use of, such documents, work papers and other materials in its business or any other manner or for any other purpose except as contemplated hereby. The foregoing shall not preclude Buyer from (i) disclosing any information obtained from Raintree or the Company to Buyer's consultants, accountants, legal advisors or other similar representatives, (ii) using or disclosing such information which currently is known generally to the public or which subsequently has come into the public domain, other than because of disclosure in violation of this Agreement, (iii) using or disclosing of such information that becomes available to Buyer on a non-confidential basis from a source other than Raintree, the Company shall (and shall cause its Subsidiaries to) afford Parent’s representatives reasonable access, during normal business hours throughout or Raintree's or the period prior to the Effective Time, to the Acquired Companies’ employees, customers, vendors, partners, properties, books, records and contracts and, during Company's agents provided that 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 source does not be required to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in have an obligation prohibiting the disclosure of any trade secrets of Third Parties; such information, (biv) violate any obligation 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 Acquired Companies with respect to confidentialityrequirement for such disclosure, non-disclosure or privacy; (c) jeopardize protections afforded Buyer will promptly give the Company under oral and then written notice of the attorney-client privilege nature of the Law or order requiring disclosure and the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information disclosure to be provided made in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingaccordance therewith.

Access. Upon During the pendency of this Agreement, Purchaser, personally or through its authorized agents, shall be entitled upon reasonable advance written notice, notice to the Company shall (and shall cause its Subsidiaries to) afford Parent’s representatives reasonable access, applicable Seller Party to enter upon the Real Property during normal business hours throughout and shall have the period prior right to make such investigations, studies and analyses as Purchaser deems necessary or advisable, subject to the Effective Timefollowing limitations: (a) such access shall not violate any law or, so long as the same has been delivered to Purchaser, any agreement to which Seller is a party; (b) a representative of the applicable Seller Party shall 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 Acquired Companiesapplicable Seller Party a certificate of insurance naming the applicable Seller Party as an additional insured, evidencing commercial general liability insurance (including property damage, bodily injury and death) issued by an insurance company having a rating of at least “A-VII” by A.M. Best Company, with limits of at least $1,000,000 per occurrence for bodily or personal injury or death and $2,000,000 aggregate per location; (f) Purchaser shall: (i) use reasonable efforts to perform all on-site due diligence reviews on an expeditious and efficient basis; and (ii) indemnify, hold harmless and defend the Seller and the Seller Parties against, and hold each of them harmless from, all loss, liability, claims, costs (including reasonable attorneys’ employeesfees), customers, vendors, partners, properties, books, records liens and contracts and, during such period, damages resulting from or relating to the Company shall (and shall cause activities of Purchaser or its Subsidiaries to) furnish promptly to Parent all available information concerning its business as Parent may reasonably requestagents; provided, however, that the Acquired Companies Purchaser shall not be required to permit any inspection indemnify, hold harmless or other access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger defend Seller or any of the other transactions contemplated Seller Parties against any loss, liability, claims, costs (including reasonable attorney’s fees), liens or damages caused by this Agreement any Seller Party’s negligence or willful misconduct, or which arise out of the mere discovery of conditions that were present before Purchaser entered onto the Real Property, and (g) without the CompanySeller’s prior consent (such consent written consent, which Seller may give or withhold in its absolute discretion, Purchaser shall not to be unreasonably withheldconduct any Phase II investigations, conditioned soil borings or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact other invasive tests on or around the Real Property. The foregoing indemnification obligation shall be arranged by and with a representative survive the Closing or termination of the Company participatingthis Agreement.

Access. Upon reasonable advance written notice(a) From the date hereof to the Closing Date, the Company shall (Sellers shall, and shall cause its Subsidiaries Sellers' Representatives to) afford Parent’s representatives , provide Buyer and Buyer's Representatives reasonable accessaccess to Sellers' Representatives related to the Business, and the properties, offices and other facilities of the Business during normal business hours throughout the period prior and in a manner not unreasonably disruptive to the Effective Timeoperation of the Business and to all books and records of the Business (including, without limitation, Sellers' reasonable efforts to provide reasonable access to the outside auditors of the Business and their work papers), and shall furnish to Buyer all financial and operating data and other information regarding the Business and the Acquired Assets that Buyer may from time to time reasonably request, to the Acquired Companies’ employeesextent such information is in the possession of Sellers. All information provided by Sellers to Buyer or Buyer's Representatives or obtained by Buyer or Buyer's Representatives relating to the Business in the course of Buyer's review, customers, vendors, partners, properties, books, records and contracts and, during such periodincluding without limitation, the Company Environmental Site Assessments, shall (be treated as confidential information by Buyer and Buyer shall cause instruct all of its Subsidiaries to) furnish promptly Representatives as to Parent the confidentiality of all available information concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies such information. Buyer shall not be required liable for all damage or injury to permit any inspection person or other accessproperty resulting from, or to disclose any information, that in the reasonable judgment arising out of the Company could: (ai) result in the disclosure of any trade secrets such confidential information, except as required by the Court or applicable Law, (ii) any testing conducted by Buyer or Buyer's Representatives, or (iii) from such visits or inspection of Third Parties; 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) violate any obligation If so requested by Buyer, after the execution of this Agreement, Buyer and Sellers shall jointly conduct a physical count of the Acquired Companies with respect 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 confidentialityreview the work papers of Sellers and shall have full access to the books, non-disclosure or privacy; 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) jeopardize protections afforded After the Company under execution of this Agreement, 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 Sellers will use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with contact obligors of Accounts Receivable, including utilizing Sellers' independent accountants, for the conduct purpose of obtaining confirmation of the Acquired Companies’ business. All net balance due and such other information obtained by Parent 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingBuyer may reasonably request.

Access. Upon reasonable advance written notice(a) Prior to the each Closing, the Company Sellers shall (permit Purchaser and shall cause its Subsidiaries to) afford Parent’s representatives reasonable to have access, during normal regular business hours throughout the period prior to the Effective Timeand upon reasonable advance notice, to the Acquired personnel and properties of Sellers and the Companies’ employees, customerssubject to reasonable rules and regulations of Sellers, vendorsand shall, partnerssubject to applicable Laws regarding the exchange of information, propertiesfurnish, booksor cause to be furnished, records to Purchaser such financial and contracts andoperating data and other information, during in each case relating to the Companies and the Conveyed Properties that are the subject of such periodClosing, the Company as are available and as Purchaser shall (and shall cause its Subsidiaries to) furnish promptly from time to Parent all available information concerning its business as Parent may time reasonably request; provided, howeverPROVIDED, that the Acquired Companies foregoing shall not be required require Sellers or any Company to permit any inspection or other accessinspection, or to disclose any information, that in the reasonable judgment of the Company could: Sellers or such Company, would (ai) result in the disclosure of any trade secrets of Third Parties; (b) violate third parties or the loss of any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the applicable attorney-client privilege or the attorney work product doctrine; (dii) violate any Law (it being agreed that, of its obligations with respect to subclauses (a)confidentiality if Sellers or the Company, (b) and (c)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 the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent Purchaser and its representatives shall not conduct any on-site tests or sampling or any boring, digging, drilling or other physical intrusion on or into the properties of the Companies. All requests for information made pursuant to this Section 6.4 shall be treated directed to an executive officer of ARCO, or such Person as “Evaluation Material” of may be designated by such executive officer. All such information shall be governed by the Acquired Companies for purposes terms of the Confidentiality Agreement. No . (b) All information that relates to Sellers or any of their Affiliates (other than the Companies) that is provided, conveyed, obtained or furnished to Purchaser or Purchaser's representatives or that Purchaser or Purchaser's representatives otherwise obtain in the course of Purchaser's 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 Companies, together with any reports, analyses, compilations, memoranda, notes and any other writings prepared by Purchaser or another Person designated 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 Closings. Purchaser agrees that, in writing by the Company. Notwithstanding anything herein event it or any its representatives are required to the contrary, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact disclose any customer or supplier of the Company 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 Merger 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 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 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 respective agents, employees or representatives as a result hereof or in connection herewith, whether so obtained before or after the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingexecution hereof.

Access. Upon Subject to the cooperation of the Trustee and the Heritage Subsidiaries, cause to be afforded to representatives of Buyer reasonable advance written notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s representatives reasonable access, access during normal business hours throughout the period prior to the Effective Time, to the Acquired Companies’ employees, customers, vendors, partnersoffices, properties, booksassets, records books and records, contracts andand reports of the Stations, during such period, the Company as Buyer shall (and shall cause its Subsidiaries to) furnish promptly from time to Parent all available information concerning its business as Parent may time reasonably request; provided, however, that the Acquired Companies (a) such investigation shall only be upon reasonable notice and shall not unreasonably disrupt the personnel or operations of any Seller Party or the Stations, and (b) under no circumstances shall any Seller Party be required to permit provide access to Buyer or any inspection representative of Buyer (i) any information or other accessmaterials subject to confidentiality agreements with third parties required to be kept confidential by applicable Laws, or to disclose (ii) any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the privileged attorney-client privilege communications or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its 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 Parentproduct. All requests for access pursuant to this Section 6.4 must be directed to the General Counsel offices, properties, assets, books and records, contracts and reports of the Company or another Person designated Stations shall be made to such representatives as Sellers shall designate in writing by the Companywriting, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. Notwithstanding anything herein to the contrary, Parent Buyer acknowledges and Acquisition Sub agrees that neither Buyer nor its representatives shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company employees, customers, suppliers, partners, or other associates or Affiliates of any Seller Party or the Stations, in connection with the Merger transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of such representatives of Sellers. Subject to and in accordance with the terms of this Section 6.2.7, each Seller shall, and shall use its commercially reasonable efforts to enforce such rights under the Heritage Agreement to cause each other Seller Party to, cooperate in all reasonable respects with Buyer's request to conduct an audit of any financial information of the other transactions contemplated by this Agreement Stations as Buyer may reasonably determine is necessary to satisfy any public company reporting requirements pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 including, without limitation, (a) using commercially reasonable efforts to obtain the Company’s prior consent (of auditors to permit Buyer, any Affiliate of Buyer and their respective auditors to have access to such consent not to be unreasonably withheld, conditioned or delayed)auditors' work papers, and Parent (b) consenting to such access by Buyer. Under no circumstance shall the preparation of any financial statements pursuant to such audit: (a) require any Seller Party to change or modify any accounting policy, (b) cause any unreasonable disruption in the business or operations of any Station, or (c) cause any delay that is more than de minimis in any internal reporting requirements of any Seller Party. All costs and Acquisition Sub acknowledge expenses incurred in connection with the preparation of (and agree that assimilation of relevant information for) any such contact financial statements shall be arranged paid by and with a representative of the Company participatingBuyer.

Access. Upon 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 advance written notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s representatives reasonable physical access, during normal business hours throughout the period prior to the Effective Timeat Buyer’s sole risk, cost and expense, to the Acquired Companies’ employeesAssets to allow Buyer to conduct on-site Phase I environmental site assessments of the Assets, customers, vendors, partners, properties, books, records and contracts and, during to the extent Seller has the right to grant such period, the Company shall access (and if Seller does not have the right to grant such access, Seller shall cause use commercially reasonable efforts to obtain any consents necessary to enable Buyer and Buyer’s representatives such access), and (ii) access to the Records and other Assets, to the extent such data and records are in Seller’s or its Subsidiaries to) furnish promptly Affiliate’s or representatives’ possession or control and relate to Parent all available information concerning its business as Parent may reasonably requestthe Assets; provided, however, that Seller shall have no obligation to provide Buyer access to any interpretative or predictive data or information which Seller believes in good faith it cannot lawfully provide Buyer because of third-party restrictions (to the Acquired Companies shall not be required extent any such data or information is proprietary or subject to permit any inspection or other accessthird-party restrictions, or to disclose any information, that in the Seller will use commercially reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause obtain any consents necessary to allow Buyer to review such information data or information). In connection with any on-site inspections, Buyer agrees to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially unreasonably interfere with the conduct normal operation of the Acquired Companies’ business. All information obtained by Parent Assets and its representatives pursuant to this Section 6.4 further agrees that under no circumstances 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 it perform any representation or warranty in this Agreement invasive tests of any party hereto or otherwise limit or affect nature on 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement Assets without the Company’s prior express written consent (of Seller, such consent of Seller not to be unreasonably withheld, conditioned withheld or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingapplicable 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. Upon (a) To the extent permitted by applicable Law, between the date of this Agreement and the Closing Date, Seller will, during ordinary business hours and upon reasonable advance written notice, the Company shall (i) give Buyer and shall cause its Subsidiaries to) afford ParentBuyer’s representatives Representatives reasonable access, during normal business hours throughout the period prior access to the Effective Time, Purchased Assets; (ii) permit Buyer to the Acquired Companies’ employees, customers, vendors, partners, properties, books, records and contracts and, during make such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all available information concerning its business reasonable inspections thereof as Parent 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 Acquired Companies operation of the Business or any other Person; (B) Seller shall not be required to permit take any inspection action which would constitute or other access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure a waiver of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrineprivilege; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c)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, that the Parties shall use its Affiliates or their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy Representatives by any action of Buyer or contravention); or (e) materially interfere with the conduct Buyer’s representatives while present on any of the Acquired Companies’ business. All information obtained by Parent and its representatives pursuant Purchased Assets or other premises 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 which Buyer is granted access hereunder (including restoring 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 such premises to the General Counsel of condition substantially equivalent to the Company or another Person designated condition such premises were in writing by the Companyprior to any such investigation). Notwithstanding anything herein in this Section 7.2 to the contrary, Parent (x) Buyer will not have access to personnel and Acquisition Sub shall notmedical 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 shall cause their respective representatives Buyer will not tohave the right to perform or conduct any other sampling or testing at, contact in, on, or underneath any customer or supplier of the Company 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 the Merger Assumed Obligations or any the Excluded Liabilities, or other matters relating to or affected by the operation of the other transactions contemplated Business and the Purchased Assets. Such access will be afforded by this Agreement without the Company’s prior consent (applicable Party upon receipt of reasonable advance notice and during normal business hours, and will be conducted in such consent 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 unreasonably withheld, conditioned solely responsible for any costs or delayed), expenses incurred by either Party in connection therewith. If the Party in possession of such books and Parent and Acquisition Sub acknowledge and agree that records desires to dispose of any such contact shall be arranged by books and with records prior to the expiration of such three-year period, such Party will, prior to such disposition, give the other Party a representative reasonable opportunity at such other Party’s expense to segregate and take possession of the Company participatingsuch books and records as such other Party may select.

Access. Upon reasonable advance written notice(a) Subject to applicable Laws, during the Company shall (period from the date of this Agreement to the Closing, CareOregon shall, and shall cause the CareOregon Companies to, and the CareOregon Companies shall, authorize and permit SCAN Group and its Subsidiaries torepresentatives (which term shall be deemed to include its independent accountants and counsel) afford Parent’s representatives to have reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to the Acquired Companies’ employees, customers, vendors, partners, properties, books, records upon reasonable advance notice 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 access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially manner as will not unreasonably interfere with the conduct of the Acquired CareOregon Business, to (i) the facilities and assets of CareOregon and the CareOregon Companies’ business. All information obtained by Parent , (b) the properties, books and its representatives pursuant records relating to this Section 6.4 shall be treated as “Evaluation Material” the CareOregon Business, and (c) the officers of CareOregon and the Acquired Companies CareOregon Companies, in each case to the extent necessary or appropriate for the purposes of obtaining any necessary Approvals of or Permits for the Confidentiality Agreement. No investigation pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty in transactions contemplated by this Agreement of any party hereto or otherwise limit or affect and familiarizing SCAN Group with developments relating to the remedies available to ParentCareOregon Business arising after the date hereof. All requests for access pursuant to such facilities, assets, properties, books, records, officers and other information shall be made to the representatives who CareOregon shall designate, who shall be solely responsible for coordinating and shall coordinate all such requests and all access permitted hereunder. Any information provided to SCAN Group or its representatives in accordance with this Section 6.4 must 7.1(a) shall be directed subject to the General Counsel terms of the Company or another Person designated in writing by Confidentiality Agreement. (b) From and after the Company. Notwithstanding anything herein date of this Agreement, ▇▇▇▇▇▇▇▇▇▇ shall continue to the contrary, Parent keep and Acquisition Sub shall notpreserve, and shall cause their respective representatives not the CareOregon Companies to keep and preserve, any books and records relating to the CareOregon Business which it or the applicable CareOregon Company maintained prior to the date hereof, including payroll and accounts payable records, whether electronic or in any other form, in accordance with applicable Law and the record retention policy of CareOregon and the CareOregon Companies, a copy of which has been provided to SCAN Group. (c) Subject to applicable Laws, during the period from the date of this Agreement to the Closing, SCAN Group shall, and shall cause the SCAN Companies to, contact any customer or supplier and the SCAN Companies shall, authorize and permit CareOregon and its representatives (which term shall be deemed to include its independent accountants and counsel) to have reasonable access, during normal business hours, upon reasonable advance notice and in such manner as will not unreasonably interfere with the conduct of the Company SCAN Business, to (i) the facilities and assets of SCAN Group and the SCAN Companies, (b) the properties, books and records relating to the SCAN Business, and (c) the officers of SCAN Group and the SCAN Companies, in connection with each case to the Merger extent necessary or appropriate for the purposes of obtaining any necessary Approvals of or Permits for the other transactions contemplated by this Agreement without and familiarizing CareOregon with developments relating to the Company’s prior consent SCAN Business arising after the date hereof. All requests for access to such facilities, assets, properties, books, records, officers and other information shall be made to the representatives who SCAN Group shall designate, who shall be solely responsible for coordinating and shall coordinate all such requests and all access permitted hereunder. Any information provided to CareOregon or its representatives in accordance with this Section 7.1(c) shall be subject to the terms of the Confidentiality Agreement. (such consent not d) From and after the date of this Agreement, SCAN Group shall continue to be unreasonably withheld, conditioned or delayed)keep and preserve, and Parent shall cause the SCAN Companies to keep and Acquisition Sub acknowledge preserve, any books and agree that records relating to the SCAN Business which it or the applicable SCAN Company maintained prior to the date hereof, including payroll and accounts payable records, whether electronic or in any such contact shall be arranged by other form, in accordance with applicable Law and with the record retention policy of SCAN Group and the SCAN Companies, a representative copy of the Company participatingwhich has been provided to CareOregon.

Access. Upon reasonable advance written noticeAfter the date hereof and prior to the Closing, Sellers agree that HCE-Rockfort shall permit, and Sellers shall, and HCE shall cause HCE-Rockfort to, cause PPO to permit and, with respect to the Power Company, HCE shall cause HCE-Rockfort to exercise the voting, governance and contractual powers available to it to cause, to the extent possible, the Power Company shall to permit (subject in each case to any contractual, fiduciary or similar obligation of HCE-Rockfort or any Jamaica Subsidiary), Purchaser and shall cause its Subsidiaries to) afford Parent’s executive officers, managers, counsel, accountants and other representatives to have reasonable access, upon reasonable advance notice, during normal regular business hours throughout the period prior to the Effective Timehours, to the Acquired Companies’ assets, employees, customers, vendors, partners, properties, booksbooks and records, records businesses and contracts and, during such period, operations relating to HCE-Rockfort and the Company shall (and shall cause its Jamaica Subsidiaries to) furnish promptly to Parent all available information concerning its business as Parent Purchaser may reasonably request, including cooperating with accounting personnel of Purchaser seeking to prepare U.S. GAAP financial statements for PPO and the Power Company; provided, however, that the Acquired Companies in no event shall not Sellers, HCE-Rockfort or any Jamaica Subsidiary be required obligated to permit provide any inspection access or other accessinformation (i) if Sellers determines, in good faith after consultation with counsel, that providing such access or information may violate applicable Law, cause Sellers, HCE-Rockfort or any Jamaica Subsidiary to breach a confidentiality obligation to which it is bound, or jeopardize any recognized privilege available to disclose Sellers, HCE-Rockfort or any informationJamaica Subsidiary; or (ii) to the extent set forth on Schedule 5.3. Purchaser agrees to indemnify and hold Sellers, that in HCE-Rockfort and the reasonable judgment Jamaica Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any representative of Purchaser and any loss, damage to or destruction of any property owned by Sellers, HCE-Rockfort or the Jamaica Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of the Company could: (a) result in employees, counsel, accountants, advisors and other representatives of Purchaser during any visit to the disclosure business or property sites of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, nonHCE-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege Rockfort or the attorney work product doctrine; (d) violate Jamaica Subsidiaries prior to the Closing Date, whether pursuant to this Section 5.3 or otherwise. During any Law (it being agreed thatvisit to the business or property sites of HCE-Rockfort or the Jamaica Subsidiaries, Purchaser shall, and shall cause its employees, counsel, accountants, advisors and other representatives accessing such properties to, comply with respect to subclauses (a), (b) all applicable Laws and (c), that all of HCE-Rockfort’s and the Parties shall use their reasonable best efforts to cause such information to be provided Jamaica Subsidiaries’ safety and security procedures and conduct itself in a manner that would could not result in such jeopardy or contravention); or (e) materially be reasonably expected to interfere with the conduct operation, maintenance or repair of the Acquired Companies’ businessassets of HCE-Rockfort or such Jamaica Subsidiary. All information obtained by Parent and Neither Purchaser nor any of its representatives pursuant to this Section 6.4 shall be treated as “Evaluation Material” conduct any environmental testing or sampling on any of the Acquired Companies for purposes business or property sites of HCE-Rockfort or 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 Jamaica Subsidiaries prior to the General Counsel of the Company or another Person designated in writing by the CompanyClosing Date. Notwithstanding anything herein to the contrary, Parent and Acquisition Sub shall notEach Party shall, and shall cause their respective its Affiliates and representatives not to, contact any customer or supplier of the Company hold in strict confidence all documents and information furnished to it by another Party in connection with the Merger or any of the other transactions contemplated by this Agreement without in accordance with the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement.

Access. Upon 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 written noticenotice to the Company, the Company shall (provide Parent and shall cause its Subsidiaries to) afford Parent’s representatives Representatives with reasonable access, access during normal business hours throughout the period prior to the Effective Time, Company’s existing books and records for the purpose of enabling Parent to verify the Acquired Companies’ employees, customers, vendors, partners, properties, books, records accuracy of the Company’s representations 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 requestwarranties contained in this Agreement; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the Acquired Companies supervision of appropriate personnel of the Company and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby in accordance with the terms hereof and not to interfere with the normal operation of the business of the Company. Nothing herein shall not be required to permit any inspection or other access, or require the Company to disclose any informationinformation to Parent if such disclosure would, that in the its reasonable judgment of the Company could: discretion (a) result in the disclosure of jeopardize any trade secrets of Third Parties; attorney-client or other legal privilege or (b) violate contravene any obligation applicable Legal Requirement, fiduciary duty or binding agreement entered into prior to the date of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its 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 (including any party hereto or otherwise limit or affect the remedies available confidentiality agreement to Parent. All requests for access pursuant to this Section 6.4 must be directed to the General Counsel of which the Company or another Person designated 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 writing by this Agreement; provided, however, that any such access shall be conducted at the Company. Notwithstanding anything herein to ’s expense, at a reasonable time, under the contrary, supervision of appropriate personnel of Parent and Acquisition Sub shall not, in such a manner as to maintain the confidentiality of this Agreement and shall cause their respective representatives not to, contact any customer or supplier of the Company transactions contemplated hereby in connection accordance with the Merger or any of terms hereof and not to interfere with Parent’s operations to effect the other Creditor Plan and the transactions contemplated by this Agreement without the Company’s prior consent (such consent not Agreement. Nothing herein shall require Parent to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that disclose any such contact shall be arranged by and with a representative of information to the Company participatingif 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. Upon Promptly upon execution of this Agreement, Seller shall provide Buyer and Buyer’s authorized representatives (i) reasonable advance written notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s representatives reasonable physical access, during normal business hours throughout the period prior to the Effective Timeat Buyer’s sole risk, cost and expense, to the Acquired CompaniesAssets to allow Buyer to conduct on-site Phase I environmental site assessments of the Assets, to the extent Seller has the right to grant such access; and (ii) access to the Records and other Assets, to the extent such data and records are in Seller’s or its representatives’ employees, customers, vendors, partners, properties, books, records possession and contracts and, during such period, relate to the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all available information concerning its business as Parent may reasonably requestAssets; provided, however, that Seller shall have no obligation to provide Buyer access to any interpretative or predictive data or information which Seller believes in good faith it cannot lawfully provide Buyer because of third-party restrictions (to the Acquired Companies shall not be required extent any such data or information is proprietary or subject to permit any inspection or other accessthird-party restrictions, or to disclose any information, that in the Seller will use its commercially reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause obtain any consents necessary to allow Buyer to review such information data or information). In connection with any on-site inspections, Buyer agrees to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially unreasonably interfere with the conduct normal operation of the Acquired Companies’ business. All information obtained by Parent Assets and its representatives pursuant to this Section 6.4 further agrees that under no circumstances shall be treated as “Evaluation Material” it perform any invasive tests of any nature on the Assets without the express written consent of Seller and the operator 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▇▇▇▇▇, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent of Seller not to be unreasonably withheld. IN CONNECTION WITH GRANTING SUCH ACCESS, conditioned or delayed)AND EXCEPT TO THE EXTENT THAT SUCH CLAIMS ARE CAUSED BY THE SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER, and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingBUYER WAIVES AND RELEASES ALL CLAIMS AGAINST SELLER GROUP FOR INJURY TO, OR DEATH OF PERSONS, OR DAMAGE TO PROPERTY INCURRED OR DIRECTLY CAUSED BY BUYER OR ITS REPRESENTATIVES IN CONNECTION WITH THE PERFORMANCE OF THIS DILIGENCE AND BUYER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER GROUP FROM AND AGAINST ALL SUCH CLAIMS.

Access. Upon reasonable advance written notice, from the Company date hereof through the Closing Date, the Sellers shall (afford to the officers, employees, accountants, legal counsel and shall cause its Subsidiaries to) afford Parent’s other representatives of the Buyer full access upon reasonable access, prior notice and during normal business hours throughout to all of the period 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 be entitled to conduct appraisals of all or any portion of the Purchased Assets and to conduct inspections thereof. In addition, Sellers shall grant Buyer limited access (with Florsheim's participation in such contacts) to the Major Customers, the Major Suppliers and the lessors of the Purchased Stores and shall reasonably cooperate with Buyer in communicating with such persons. Nothing in this Agreement shall prevent Buyer or its Affiliates from initiating or having contact with any Person (including Major Customers, Major Suppliers and the lessors of the Purchased Stores) in the ordinary course of Buyer's business, provided that prior to the Effective Time, Time of Closing Buyer shall have no discussion regarding this Agreement or the Sellers (except to confirm information publicly disclosed by the Acquired Companies’ employees, customers, vendors, partners, properties, books, records Sellers or to state that such matters cannot be discussed) except with Florsheim's participation. Between the date hereof and contracts and, during such periodthe Closing Date, the Company Sellers shall (and shall cause its Subsidiaries to) furnish promptly use commercially reasonable efforts to Parent all make available to Buyer the services of the Sellers' information concerning its business technology employees as Parent may reasonably request; requested by Buyer, provided, however, that any request that, in the Acquired Companies shall Sellers' discretion, would significantly interfere with the ordinary course operation of the Sellers' business would not be required reasonable for this purpose. If Buyer expressly requests that Sellers use their best efforts to permit retain the services of a particular information technology employee, Buyer shall reimburse the Sellers for the Sellers' costs (including salary and benefits but not corporate overhead), determined on an hourly basis, of continuing to employ any inspection or other accesssuch information technology employee, or to disclose any information, that in and Buyer shall reimburse the reasonable judgment of Sellers for the Company could: (a) result in the disclosure full cost of any trade secrets of Third Parties; (b) violate any obligation of severance obligations incurred by the Acquired Companies Sellers with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingtechnology employee.

Access. Upon reasonable advance written notice, From the Company shall (date hereof and shall cause its Subsidiaries to) afford Parent’s representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeClosing, Seller and Parent shall provide Buyer with such information as Buyer may from time to time reasonably request with respect to the Acquired Companies’ employeesTissue Business and the transactions contemplated by this Agreement, customersand shall provide Buyer and its accountants, vendorscounsel, partnersconsultants and other representatives reasonable access during regular business hours and upon reasonable notice to the personnel, properties, books, books and records and contracts and, during such period, of the Company shall (and shall cause its Subsidiaries to) furnish promptly Tissue Business as Buyer may from time to Parent all available information concerning its business as Parent may time reasonably request; provided, however, provided that the Acquired Companies Seller and Parent shall not be required obligated to permit provide Buyer with any inspection information not material to the Tissue Business relating to trade secrets or other accesswhich would violate any law, rule or regulation or term of any Commitment, or if the provision thereof would adversely affect the ability of Seller or Parent or any of their respective affiliates to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the assert attorney-client privilege or the client, attorney work product doctrine; (d) violate any Law (it being agreed that, or other similar privilege. Seller acknowledges that Buyer shall be entitled to cause an information memorandum to be prepared and used in connection with respect the consummation of Buyer's financing of the transactions contemplated hereby pursuant to subclauses (a), (b) the Financing Letters and (c), that the Parties shall agrees to use their commercially reasonable best efforts to furnish Buyer with access to, and to cause the cooperation of, all personnel necessary for Buyer to consummate such financing, provided that (i) Buyer shall provide Parent with drafts of any such information memorandum reasonably in advance of any proposed distribution thereof and (ii) prior to the time at which Buyer and Newco print and distribute the information memorandum in preparation for the "road show," Buyer shall take reasonable and customary steps (which shall be provided approved in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained advance by Parent and its representatives Seller) to ensure that any recipient of any such information memorandum shall treat the information contained therein related to the Tissue Business as confidential in accordance with Buyer's obligations under the Confidentiality Agreement. In addition, Parent and Seller shall request their accountants, at Buyer's request, to consent to the inclusion of their report or reports in, and to issue a comfort letter on customary terms in connection with, any information memoranda or filings required by such financing. Seller and Parent expressly disclaim (and Buyer hereby acknowledges and agrees to such disclaimer) any responsibility for the completeness or accuracy or sufficiency for Buyer's purposes of the information contained in any such information memorandum (it being understood that no cooperation provided by Seller or Parent pursuant to this Section 6.4 4.03 shall be treated as “Evaluation Material” diminish, change or enlarge the representations and warranties 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayedSeller expressly set forth herein), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

Access. Upon (a) During the period from the date hereof and continuing until the earlier of the termination of this Agreement or the Closing Date, the Acquired Companies will permit (or, with respect to non-controlled Acquired Subsidiaries, the Company will use commercially reasonable advance efforts to cause such Acquired Subsidiaries to permit) representatives of Buyer (including legal counsel and accountants) to have, upon reasonable prior written notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s representatives reasonable access, access during normal business hours throughout and under reasonable circumstances, and in a manner so as not to interfere with the period prior normal business operations of the Acquired Companies and so as to comply with any then-applicable COVID-19 Measures, to the Effective Timepremises, personnel, books, records (including Tax Returns (but excluding income Tax Returns of any federal consolidated (and state combined or unitary) group of which each Acquired Company is a member and limited with respect to all other Tax Returns and correspondence with accountants to the portions of such Tax Returns and correspondence with accountants that specifically relate to the Acquired Companies)), Material Contracts, and documents of or pertaining to the Acquired Companies. Buyer and its Affiliates and Representatives shall be permitted to perform environmental sampling, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions, with the prior written consent of the Sellers’ employeesRepresentative (which consent may not be unreasonably withheld, customers, vendors, partners, properties, books, records and contracts and, during such perioddelayed or conditioned). Neither Buyer, the SPAC nor any of their respective Representatives will contact any employee, customer, supplier or landlord of any Acquired Company without the prior written consent of such Acquired Company, and such Acquired Company shall have the right to have a Representative participate in any such discussion. Notwithstanding anything to the contrary in this Section 6.4(a), the Acquired Companies and Sellers will not be required to provide information that (and shall cause its Subsidiaries toi) furnish promptly to Parent all available information concerning its business as Parent may reasonably request; providedwould violate applicable Law, however, (ii) would violate confidentiality obligations that the Acquired Companies or the Sellers have to third parties; provided that the Sellers’ Representative shall give notice to Buyer of the fact that such documents or information are being withheld, thereafter shall use its reasonable best efforts to obtain a waiver of such obligation from the third parties, and, until such waiver is obtained provide such documents and information to the fullest extent permissible without violating such obligations, (iii) relates to the sale process of the Acquired Companies, bids received from other Persons in connection with the transactions contemplated by this Agreement and information and analysis relating to such bids, or (iv) constitutes information protected by the attorney/client and/or attorney work product privilege. Buyer will comply with, and will cause its Representatives to comply with, all of its obligations under the confidentiality agreement previously signed with respect to the Transaction (the “Confidentiality Agreement”), between the Company and the SPAC with respect to the terms and conditions of this Agreement and the Transaction and the Acquired Companies’ information disclosed pursuant to this Section 6.4(a), which agreement will remain in full force and effect until the Closing Date and survive any termination of this Agreement in accordance with the terms of the Confidentiality Agreement. (b) During the period from the date hereof and continuing until the earlier of the termination of this Agreement or the Closing Date, SPAC will permit representatives of the Sellers and the Company (including legal counsel and accountants) to have, upon reasonable prior written notice, reasonable access during normal business hours and under reasonable circumstances, and in a manner so as not to interfere with the normal business operations of SPAC and its Affiliates and so as to comply with any then-applicable COVID-19 Measures, to the premises, personnel, books, records, contracts, and documents of or pertaining to SPAC, Buyer and Merger Sub. Notwithstanding anything to the contrary in this Section 6.4(b), SPAC, Buyer and Merger Sub will not be required to permit any inspection or other accessprovide information that (i) would violate applicable Law, (ii) would violate confidentiality obligations that SPAC, Buyer, or Merger Sub have to disclose any information, third parties; provided that in SPAC shall give notice to the reasonable judgment Sellers’ Representative of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure fact that such documents or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it information are being agreed that, with respect to subclauses (a), (b) withheld and (c), that the Parties thereafter shall use their its commercially reasonable best efforts to cause such information documents or information, as applicable, to be provided made available in a manner that would not result in cause such jeopardy or contravention); a violation, or (eiii) materially interfere constitutes information protected by the attorney/client and/or attorney work product privilege. The Company will comply with, and will cause its Representatives to comply with, all of its obligations under the Confidentiality Agreement with respect to the conduct terms and conditions of this Agreement and the Acquired Companies’ business. All Transaction and the information obtained disclosed by Parent SPAC, Buyer, and its representatives Merger Sub pursuant to this Section 6.4 shall be treated as “Evaluation Material” 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 Acquired Companies for purposes terms 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

Access. Upon Subject to applicable Law relating to the sharing of information, upon reasonable advance written notice, the Company and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford Parentthe other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to the Acquired Companies’ employees, customers, vendors, partners, its properties, books, contracts and records and contracts and, during such period, the Company each shall (and shall cause its Subsidiaries to) furnish promptly to Parent the other all available information concerning its business business, properties and personnel as Parent may reasonably requestbe requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, howeverfurther, that the Acquired Companies foregoing shall not be required require ICE or NYBOT (i) to permit any inspection or other accessinspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the Company could: (a) case may be, would result in the disclosure of any trade secrets of Third Parties; (b) third parties or violate any obligation of the Acquired Companies its obligations with respect to confidentialityconfidentiality if ICE or NYBOT, non-disclosure or privacy; (c) jeopardize protections afforded as the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed thatcase may be, with respect to subclauses (a), (b) and (c), that the Parties shall use their have used reasonable best efforts to cause obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information to be provided in a manner that would not result in such jeopardy of ICE or contravention); NYBOT, as the case may be, or any of its Subsidiaries, or (eiii) materially interfere with in the conduct case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Acquired Companies’ businessChief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information obtained by Parent and its representatives made pursuant to this Section 6.4 6.6 shall be treated directed to an executive officer of ICE or NYBOT, as “Evaluation Material” the case may be, or such Person as may be designated by either of their executive officers, as 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 case may be, with a copy to the General Counsel of the Company or another Person designated in writing such party. All such information shall be governed by the Company. Notwithstanding anything herein to the contrary, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier terms of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement.

Access. Upon reasonable advance written noticeSubject to specific restrictions imposed upon Seller and Company by Law or Contract to which either of them is a party and to the execution and delivery by each of the representatives of Buyer referred to below of a confidentiality agreement on substantially the same terms as set forth in that certain Confidentiality Agreement dated April 30, the 1997 by and between Buyer and Seller, Seller and Company shall authorize and permit Buyer and its representatives (which term shall be deemed to include its independent accountants and shall cause its Subsidiaries tocounsel and representatives of prospective financing institutions of Buyer) afford Parent’s representatives to have reasonable access, access during normal business hours throughout the period prior to the Effective Timehours, to the Acquired Companies’ employees, customers, vendors, partners, properties, books, records upon reasonable notice 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 access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially manner as will not unreasonably interfere with the conduct of their respective businesses, to all of their respective properties, books, records, operating instructions and procedures, Tax Returns, and all other information with respect to the Acquired Companies’ business. All information obtained by Parent Business as Buyer may from time to time request, and its representatives pursuant to this Section 6.4 shall be treated make such reasonable numbers of copies of such books, records and other documents and to discuss their respective businesses with such other Persons, including, without limitation, the directors, officers, employees, accountants, counsel, suppliers, customers, and creditors of Seller (with respect to the Business) and Company, as “Evaluation Material” of are reasonably necessary or appropriate for 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection familiarizing them with the Merger Business and obtaining any necessary Approvals of or any of Permits for the other transactions contemplated by this Agreement Agreement. Without limiting the generality of the foregoing, Buyer shall be entitled to (a) conduct or cause to be conducted without the consent of Seller or Company’s , an environmental compliance audit of the Business and, respect to any interest in real property held by Seller (with respect to the Business) or Company, a non-invasive environmental audit consisting of a "phase 1" environmental study, (b) conduct or cause to be conducted subject to the prior written consent of Seller or Company (such which consent shall not to 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 (c) review, conditioned as soon as available, copies of all reports, renewals, filings, certificates, statements and other documents received by Seller (with respect to the Business) or delayed), and Parent and Acquisition Sub acknowledge and agree that Company from any such contact shall be arranged by and with a representative of the Company participatingGovernmental Entity.

Access. (a) Upon reasonable advance written notice, the Company shall (afford Parent and shall cause its Subsidiaries to) afford Parent’s representatives Representatives reasonable access, during normal business hours upon prior notice throughout the period prior to the Effective Time, to the Acquired Companies’ employees, customers, vendors, partnersCompany’s and its Subsidiaries personnel, properties, bookscontracts, filings with Governmental Entities and books and 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 Company shall not be required to permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of the Company couldwould: (a) result in the disclosure of any trade secrets of Third Parties; (bi) violate any obligation of the Acquired Companies Company with respect to confidentiality, non-disclosure confidentiality or privacy; (cii) jeopardize protections afforded the Company under the attorney-client privilege or privilege, the attorney work product doctrinedoctrine or similar legal privilege or protection; (diii) violate any Law Legal Requirement or (it iv) result in the disclosure of any trade secrets of any third parties, competitively sensitive information, information concerning the valuation of the Company or any of its Subsidiaries or personal information that would expose the Company to the risk of liability; provided that in each case the Company shall inform Parent of the nature of the information being agreed thatwithheld, with respect to subclauses (a), (b) and (c), that the Parties shall use their its commercially reasonable best efforts to cause such information to be provided in a manner make alternative arrangements that would not result in allow Parent (or its applicable Representative) access to such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ businessinformation. All information obtained by or provided to Parent and its representatives Representatives pursuant to this Section 6.4 Agreement shall be treated as “Evaluation Material” of the Acquired Companies Company for purposes of the Confidentiality Agreement. (b) Upon reasonable notice, Parent shall afford the Company and its Representatives reasonable access, during normal business hours upon prior notice throughout the period prior to the Effective Time, to Parent’s and its Subsidiaries personnel, properties, contracts, filings with Governmental Entities and books and records and, during such period, Parent shall furnish promptly to the Company all available information concerning its business as the Company may reasonably request; provided, however, that Parent shall not be required to permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of Parent would: (i) violate any obligation of Parent with respect to confidentiality or privacy; (ii) jeopardize protections afforded Parent under the attorney-client privilege, the attorney work product doctrine or similar legal privilege or protection; (iii) violate any Legal Requirement or (iv) result in the disclosure of any trade secrets of any third parties, competitively sensitive information, information concerning the valuation of Parent or any of its Subsidiaries or personal information that would expose Parent to the risk of liability; provided that in each case Parent shall inform the Company of the nature of the information being withheld, and shall use its commercially reasonable best efforts to make alternative arrangements that would allow the Company (or its Representatives) access to such information. No investigation All information obtained by or provided to the Company and its Representatives pursuant to this Section 6.4 Agreement shall be treated as “Evaluation Material” of Parent for purposes of the Confidentiality Agreement. (c) To the extent that any of the information or material furnished pursuant to this Agreement may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under to the attorney-client privilege, work product doctrine or any other applicable privilege. All such information that is entitled to protection under the attorney-client privilege, work product doctrine or any other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. (d) No exchange of information or investigation by Parent or its Representatives shall affect or be deemed to affect, modify any representation or warranty in this Agreement of any party hereto or otherwise limit or affect waive the remedies available to Parent. All requests for access pursuant to this Section 6.4 must be directed to the General Counsel representations and warranties of the Company set forth in this Agreement. No exchange of information or another Person designated in writing investigation by the Company. Notwithstanding anything herein Company or its Representatives shall affect or be deemed to affect, modify or waive the contrary, representations and warranties of Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company set forth in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingAgreement.

Access. Upon reasonable advance written noticeAt all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Closing, the Company shall (and shall cause its Subsidiaries to) afford Parent’s representatives Purchaser reasonable access, consistent with applicable Law, during normal business hours throughout the period prior hours, on reasonable advance notice provided in writing to the Effective TimeGeneral Counsel of the Company, or another Person designated in writing by the Company, to the Acquired Companies’ employees, customers, vendors, partners, properties, books, books and records and contracts andpersonnel of the Company, during 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 perioddocuments 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 shall cause its Subsidiaries to) furnish promptly the transactions contemplated hereby, or information relating to Parent all available information concerning its business as Parent may reasonably request; providedthe analysis, howevervaluation or consideration of the Transactions or the other transactions contemplated hereby, that the Acquired Companies in each case, subject to Section 5.3, which shall not be required to permit any inspection limited by this Section 6.7 or other access, or to disclose any information, that in the reasonable judgment of the Company could: (ad) access would result in the disclosure of any trade secrets of Third Parties; (b) violate third Persons. Nothing in this Section 6.7 shall be construed to require the Company, any obligation of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals or opinions. Any investigation conducted pursuant to the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties access contemplated by this Section 6.7 shall use their reasonable best efforts to cause such information to be provided conducted in a manner that would is consistent with all applicable COVID-19 Measures and (i) that does not result in such jeopardy or contravention); or (e) materially unreasonably interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent business of the Company 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 Subsidiaries or otherwise limit or affect result in any significant interference with the remedies available to Parent. All requests for access pursuant to this Section 6.4 must be directed to the General Counsel prompt and timely discharge by officers, employees and other authorized Representatives of the Company or another Person designated in writing by any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media of the sort generally referred to as a “Phase II” environmental investigation. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Purchaser or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 6.7. Notwithstanding anything herein to the contrarycontrary in this Agreement, Parent and Acquisition Sub shall not, and shall cause their respective representatives each Party may satisfy its obligations set forth in this Section 6.7 by electronic means if physical access would not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingpermitted under applicable COVID-19 Measures.

Access. Upon reasonable advance written notice, the Company Eldorado shall (make available to CSBI all information regarding Eldorado that CSBI reasonably may request and shall cause authorize all reasonable visits to Eldorado's premises with such staff, consultants and experts as CSBI reasonably may request. CSBI agrees to coordinate closely all such activities with Eldorado's President or Chief Financial Officer and to conduct any such inquiries with appropriate discretion and sensitivity to Eldorado's relationships with its Subsidiaries to) afford Parent’s representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to the Acquired Companies’ employees, customers, vendors, partners, properties, books, records customers 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, suppliers. The Parties acknowledge that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information, that in the reasonable judgment certain of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect information made available to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its representatives one another 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 5.3 and 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger may be confidential, proprietary or otherwise nonpublic, and each Party agrees, for itself and for each of Representatives, that it (i) shall hold in confidence all confidential information received by it from or with regard to the other Party ("Confidential Information") subject to the terms of this Section 5.3, (ii) shall disclose such Confidential Information only to those of its Representatives and, in the case of CSBI, its current or prospective investors and other sources of capital, in each case having a need to know the same for purposes of evaluating, negotiating or implementing the financing of the Merger, and (iii) shall inform each Representative or current or prospective investor to whom Confidential Information is disclosed that such information is confidential and shall obtain from such Representative or investor a confidentiality agreement in substantially the form previously provided by CSBI to Eldorado. Each Party shall remain responsible for any disclosure of Confidential Information by any of its EXECUTION VERSION Representatives or investors. Each Party further agrees that, upon the request of the other transactions contemplated 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 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 the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed)relying on Confidential Information, and Parent (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 Acquisition Sub acknowledge and agree that not reasonably believed by the receiving Party to be, subject to any prohibition against disclosing such contact shall be arranged by and with a representative of the Company participatinginformation.

Access. Upon reasonable advance written noticeThe Sellers will, and the Sellers will cause the Company shall (Entities to, afford to the Buyer and shall cause its Subsidiaries to) afford Parent’s representatives reasonable access, during normal business hours upon reasonable notice throughout the period prior to the Effective TimeClosing, to the Acquired CompaniesCompany Entities’ employees, customers, vendors, partners, propertiesrespective facilities, books, financial information (including working papers and data in the possession of the Companies’ independent public accountants), Contracts and records and contracts of the Company Entities and, during such period, will furnish such information concerning the businesses, properties and personnel of the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all available information concerning its business Entities as Parent the Buyer may reasonably request; provided, however, that that (i) such investigation will not unreasonably disrupt the Acquired Companies shall Company Entities’ operations; (ii) the Company Entities will not be required to permit any inspection or other access, or to disclose any informationinformation that would jeopardize attorney-client privilege, that in contravene any applicable Law or violate any agreement binding on any Company Entity as of the reasonable judgment 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 could: (a) result Entities’ properties without Sellers’ prior written consent. Prior to the Closing, if the Buyer requests a meeting with a Material Customer, then the Sellers shall in the disclosure of any trade secrets of Third Parties; (b) violate any obligation good faith consider such request and, upon mutual agreement of the Acquired Companies with respect to confidentialityBuyer and the Sellers, non-disclosure or privacy; (c) jeopardize protections afforded the Sellers will, and will cause the Company under Entities to, provide the attorney-client privilege or the attorney work product doctrine; (d) violate Buyer with access to, and assist, as requested, in facilitating any Law (it being agreed thatsuch meeting, with respect to subclauses (a), (b) and (c), provided that the Parties shall use their reasonable best efforts Owners will be permitted to cause attend any such meeting. All nonpublic information to be provided to, or obtained by, the Buyer in a manner that would not result in such jeopardy or contravention); or (e) materially interfere connection with the conduct of the Acquired Companies’ business. All information obtained by Parent and its representatives pursuant to this Section 6.4 shall transactions contemplated hereby will be treated as considered “Evaluation Material” of the Acquired Companies for purposes of the Confidentiality Agreement dated June 20, 2016, between the Buyer and the Companies (the “Confidentiality Agreement. No investigation pursuant to this Section 6.4 shall affect or ”), 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 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company necessary in connection with the Merger or any of the other transactions seeking necessary consents and approvals as contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinghereby.

Access. Upon Subject to applicable Law relating to the sharing of information, upon reasonable advance written notice, and except as may otherwise be required by applicable Law, the Company and Parent each shall (and shall cause its Subsidiaries to) afford Parentthe other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to the Acquired Companies’ employees, customers, vendors, partners, its properties, books, contracts and records and contracts and, during such period, the Company each shall (and shall cause its Subsidiaries to) furnish promptly to Parent the other all available information concerning its business business, properties and personnel as Parent may reasonably requestbe requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent or Merger Sub; and provided, howeverfurther, that the Acquired Companies foregoing shall not be required require the Company or Parent (i) to permit any inspection or other accessinspection, or to disclose any information, that in the reasonable judgment of the Company could: (a) or Parent, as the case may be, would result in the disclosure of any trade secrets of Third Parties; (b) third parties or violate any obligation of the Acquired Companies its obligations with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded confidentiality if the Company under or Parent, as the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed thatcase may be, with respect to subclauses (a), (b) and (c), that the Parties shall use their have used reasonable best efforts to cause obtain the consent of such information third party to be provided in a manner that would not result in such jeopardy inspection or contravention); disclosure or (eii) materially interfere with the conduct to disclose any privileged information of the Acquired Companies’ businessCompany or Parent, as the case may be, or any of its Subsidiaries. Nothing in this Agreement shall be deemed to impair or limit the right of PCX, in connection with its SRO functions, to access the properties, books, contracts and records of ArcaEx as required by the provisions of SEC Order No. 34-44983 (October 25, 2001). All requests for information obtained by Parent and its representatives made pursuant to this Section 6.4 6.6 shall be treated as “Evaluation Material” directed to an executive officer of the Acquired Companies for purposes Company or Parent, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreement. No investigation Any rights or obligations set forth in this Section 6.6 shall be in addition to the terms of Section 4.13 and other terms of the Amended and Restated Facility Services Agreement, dated as of March 22, 2002, among Archipelago Holdings, L.L.C., PCX and PCX Equities (the “Facility Services Agreement”), which, for the avoidance of doubt, shall continue in full force and effect 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingterms thereof.

Access. Upon reasonable advance written notice(a) Prior to the Closing, the Company Seller shall (permit Purchaser and shall cause its Subsidiaries to) afford Parent’s representatives to have reasonable access, during normal regular business hours throughout the period prior to the Effective Timeand upon reasonable advance notice, to the Acquired Companies’ employees, customers, vendors, partners, properties, books, records records, information, facilities and contracts and, during senior employees of the Acquired Companies and will cooperate with regard to such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all available information concerning its business reasonable due diligence review as Parent Purchaser may reasonably request; provided. Upon reasonable advance notice to Seller and subject to Seller's consent, however, that Purchaser shall be permitted to conduct Phase 1 type environmental investigations at any facility or Real Property owned or operated by the Acquired Companies Companies. Purchaser will not contact in connection with the transactions contemplated by this Agreement employees of any governmental regulatory agencies governing the Acquired Companies' business activities without obtaining the prior written consent of Seller. Purchaser will not contact in connection with the transactions contemplated by this Agreement any customers or suppliers of the Acquired Companies, without the prior consent of Seller which will not be unreasonably withheld with respect to the top twenty (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 permit any inspection or other access, or comply with this provision to disclose any information, the extent Seller delivers to Purchaser a written notice that in the reasonable judgment Seller has received advice of the Company could: counsel stating that Seller's compliance with this Section 5.1 would reasonably be expected to either (ai) result in the disclosure a waiver of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (dii) violate an applicable law; provided that in any Law (it being agreed thatsuch event Seller shall inform Purchaser that information was withheld from Purchaser, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause general nature of such information so withheld and the basis for withholding such information and shall cooperate with Purchaser in seeking to be provided develop a mutually acceptable mechanism for the protection of such information in a manner that would not result in a loss of such jeopardy privilege or contravention); a violation of law. (b) Seller shall provide reasonable access to its premises in Hutchinson, Kansas to Purchaser or (e) materially interfere with the conduct Acquired Companies for one year following the Closing Date for the purpose of taking possession of the Additional Acquired Companies’ businessAssets 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 obtained by Parent provided to Purchaser and its Affiliates, agents and representatives pursuant to this Section 6.4 shall be treated as “Evaluation Material” by or on behalf of Seller or any of the Acquired Companies for purposes of in connection with the Agreement and the transactions contemplated hereby will be held by Purchaser and its Affiliates, agents and representatives as Evaluation Material, as defined in, and pursuant to the terms of, the Confidentiality Agreement. 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, Parent and Acquisition Sub shall notPurchaser shall, and shall cause their respective direct its directors, officers, employees, accountants, counsel, consultants, funding sources and other representatives not to, contact any customer or supplier of the Company in connection comply with the Merger or any of the other transactions contemplated by this Confidentiality Agreement without the Company’s prior consent (such consent not with respect to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidential Information.

Access. Upon reasonable advance written notice(a) Prior to the Closing, the Company shall (Sellers shall, and shall cause NNGC to, (a) permit Buyer and its Subsidiaries toagents (including their counsel, accountants and consultants) afford Parent’s representatives to have reasonable accessand appropriate access upon reasonable advance notice to such books, during normal business hours throughout the period prior to the Effective Time, to the Acquired Companies’ employees, customers, vendors, partnersrecords, properties, booksfacilities, records executive-level personnel, managers, officers, independent accountants, legal counsel and contracts and, during customers of NNGC with respect to the Business as are reasonably necessary to allow Buyer to make such period, inspections as it reasonably requires to verify the Company shall representations and warranties contained in Article III and (and shall cause its Subsidiaries tob) furnish promptly to Parent all available Buyer and its representatives such information concerning its business NNGC, the Business and the properties, contracts, records and personnel as Parent may be reasonably request; provided, however, requested to the extent that the Acquired Companies shall such access or information is not be required to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; prohibited by FERC marketing affiliate rules. (b) violate Sellers shall have the right to have a representative present at all times of any obligation such inspections, interviews, and examinations conducted at or on the offices or other facilities or properties of the Acquired Companies with respect to confidentialitySellers or NNGC. Additionally, 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 Buyer shall use their reasonable best efforts to cause hold in confidence all such information on the terms and subject to be provided the conditions contained in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its 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 Buyer shall affect or be deemed to modify any representation or warranty in this Agreement have no right 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, Parent and Acquisition Sub shall notto, and Sellers shall cause their respective representatives not tohave no obligation to provide to Buyer, contact any customer or supplier of the Company (1) bids received from others in connection with the Merger or any of the other transactions contemplated by this Agreement without and information and analysis (including financial analysis) relating to such bids, or (2) any information the Company’s prior consent 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 consent not information shall be held in confidence on the terms and subject to the conditions contained in the Confidentiality Agreement, but the term of the restriction on the disclosure and use of such information shall continue in effect as to such information for a period of two years from the Closing. Buyer further agrees that if Sellers or NNGC inadvertently furnishes to Buyer copies of or access to information that is subject to clause (2) of the second preceding sentence, Buyer will, upon Sellers' request, promptly return same to Sellers and Buyer will destroy any and all extracts therefrom or notes pertaining thereto (whether in electronic or other format). Buyer shall indemnify, defend, and hold harmless Sellers and their Affiliates from and against any losses or damages asserted against or suffered by Sellers relating to, resulting from, or arising out of, examinations or inspections made by Buyer or its authorized representatives pursuant to Section 5.2. (c) Buyer agrees that Sellers may retain (i) a copy of all materials included in the Data Room, together with a copy of all documents referred to in such materials, (ii) copies of all books and records prepared by Sellers or their Affiliates in connection with the transactions contemplated by this Agreement, including bids received from others and information relating to such bids, (iii) copies of any books and records which may be unreasonably withheldrelevant in connection with the defense of disputes arising hereunder, conditioned (iv) all consolidating and consolidated financial information and all other accounting books and records prepared or delayedused in connection with the preparation of financial statements of Sellers (provided that copies shall be provided to the Buyer), and Parent and Acquisition Sub acknowledge 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 as if Sellers were the receiving party thereunder, but the term of the restriction on the disclosure and use of such information shall continue in effect as to such information for a period of two years from the Closing. (d) Each party agrees that it will cooperate with and make available to the other parties during normal business hours, all books and records, information, and employees (without substantial disruption of employment) retained and remaining in existence after the Closing Date which are necessary or useful in connection with (i) any Tax inquiry, audit, investigation, or dispute, (ii) any litigation or investigation, or (iii) any other matter requiring any such contact books and records, information, or employees for any reasonable business purpose, provided that (a) with respect to providing Buyer access to Retained E-Mail, Sellers shall be arranged by provide access to Buyer upon Buyer's request, and shall furnish Buyer with a representative copies of, only those portions of the Company participatingRetained 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. Upon With reasonable advance written noticeprior 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 shall (and shall cause its Subsidiaries to) afford Parent’s Company Subsidiary and, to the extent it has the Legal Right, each Company Joint Venture Entity, to permit, representatives of the Buyer to have reasonable access, during normal business hours throughout hours, and in a manner so as not to interfere with the period prior to normal business operations of the Effective TimeSeller, the Subject Entities and its and their Affiliates, to the Acquired Companies’ employees, customers, vendors, partnersall premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and contracts anddocuments of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, during such periodnon-invasive tests, examinations, and investigations of the Company shall (and shall cause its Subsidiaries to) furnish promptly Business Assets, including those assessments necessary to Parent all available information concerning its business as Parent determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may reasonably request; providedbe conducted without the Seller’s prior written consent, however, that the Acquired Companies which shall not be required unreasonably withheld. The Buyer agrees to permit any inspection comply fully with all rules, regulations and instructions issued by the Seller, the Subject Entities and its and their Affiliates or other accessPersons in respect of Buyer’s or its representatives’ actions while upon, entering or to disclose leaving any information, that in the reasonable judgment properties of the Company could: (a) result in the disclosure of Seller or any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies Subject Entities. The Buyer acknowledges and agrees that any information received in connection with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its representatives pursuant to this Section 6.4 shall 5(f) will be treated as “Evaluation Material” of subject to the Acquired Companies for purposes terms and conditions of the Confidentiality Agreement. No investigation pursuant The Buyer hereby agrees that it shall be liable for any and all Losses attributable to this Section 6.4 shall affect personal injury, death or be deemed to modify any representation physical or warranty in this Agreement of any party hereto other property damage, 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 violation of the Company Seller’s or another its Affiliate’s or any third Person designated operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing 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 Company. Notwithstanding anything herein to the contrary, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger Buyer or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not its representatives with respect to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingSubject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”).

Access. Upon (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 other provisions of this Section 10.1 and obtaining any required consents of Third Parties, including Third Party operators of the Assets (which consents Seller shall use commercially reasonable advance written noticeefforts to obtain), the Company Seller shall afford to Buyer and its officers, employees, agents, accountants, attorneys, investment bankers and other authorized representatives (and shall cause its Subsidiaries to“Buyer’s Representatives”) afford Parent’s representatives reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to (i) Seller’s and its Affiliates’ employees (following prior notice to ▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇▇ of Range), (ii) the Acquired CompaniesAssets and (iii) all Records in Seller’s or any of its Affiliates’ employeespossession, customers, vendors, partners, properties, 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 requestcustody or control; provided, however, provided that the Acquired Companies shall not be Seller is only required to permit use its commercially reasonable efforts to cause any inspection Third Party to provide access to any Records to which Seller may have custody or other accesscontrol 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 to disclose any information, that in the reasonable judgment of the Company could: (a) Buyer’s Representative shall result in the disclosure of any trade secrets of Third Parties; from Buyer’s own independent review and judgment. (b) violate any obligation of the Acquired Companies Buyer shall be entitled to conduct a Phase I environmental property assessment with respect to confidentiality, non-disclosure the Assets. Seller or privacy; (c) jeopardize protections afforded its designee shall have the Company under right to accompany Buyer and Buyer’s Representatives whenever they are on site on the attorney-client privilege or the attorney work product doctrine; (d) violate Assets and also to collect split test samples if any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its 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 Companyare collected. Notwithstanding anything herein to the contrary, Parent and Acquisition Sub Buyer shall notnot have access to, and shall cause their respective representatives not tobe permitted to conduct, contact any customer 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 supplier of the Company in connection other invasive investigation activities (“Invasive Activities”) on or with the Merger or respect to any of the other transactions contemplated 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 this Agreement without the Company’s prior consent a reputable environmental consulting or engineering firm, approved in advance by Seller (such consent approval not to be unreasonably withheld, conditioned withheld or delayed)) and, once approved, such environmental consulting or engineering firm shall be deemed to be a “Buyer’s Representative”. Buyer shall obtain all permits necessary to conduct any approved Invasive Activities from any applicable Governmental Authorities; provided that, upon request, Seller shall provide Buyer with assistance (at no cost or liability to Seller) as reasonably requested by Buyer that may be necessary to secure such permits. Seller shall have the right, at its option, to split with Buyer any samples collected pursuant to approved Invasive Activities. (d) Buyer shall coordinate its environmental property assessments and physical inspections of the Assets with Seller and all Third Party operators to minimize any inconvenience to or interruption of the conduct of business by Seller or such Third Party operators. Buyer shall abide by Seller’s, and Parent any Third Party operator’s, safety rules, regulations and Acquisition Sub acknowledge 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 agree that holds harmless each of the operators of the Assets and the Seller Indemnified Parties from and against any such contact and all Liabilities arising out of, resulting from or relating to any field visit, environmental property assessment, or other due diligence activity conducted by Buyer or any Buyer’s Representative with respect to the Assets, EVEN IF SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY A MEMBER OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY (I) LIABILITIES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF THE SELLER INDEMNIFIED PARTIES AND (II) LIABILITIES THAT WERE (A) EXISTING PRIOR TO SUCH INSPECTIONS OR (B) DISCOVERED BY (BUT NOT CAUSED IN CONNECTION WITH) BUYER’S ACCESS OR INSPECTION. (e) Buyer agrees to promptly provide Seller, but in no less than 5 days after Buyer’s or any of Buyer’s Representative’s receipt or creation, copies of all final environmental reports and environmental test results prepared by Buyer and/or any of Buyer’s Representatives which contain environmental data collected or generated from Buyer’s environmental due diligence with respect to the Assets. None of Buyer, any of Buyer’s Representatives or Seller shall be arranged deemed by Seller’s receipt of said documents, or otherwise, to have made any representation or warranty, expressed, implied or statutory, as to the condition of the Assets or to the accuracy of said documents or the information contained therein. (f) Upon completion of Buyer’s due diligence, Buyer shall at its sole cost and expense and without any cost or expense to Seller or its Affiliates, (i) repair all damage done to the Assets in connection with Buyer’s due diligence, (ii) restore the Assets to at least the approximate same or better condition than they were prior to commencement of Buyer’s due diligence and (iii) remove all equipment, tools or other property brought onto the Assets in connection with Buyer’s due diligence. Any disturbance to the Assets (including the leasehold associated therewith) resulting from Buyer’s due diligence will be promptly corrected by Buyer. (g) During all periods that Buyer and/or any of Buyer’s Representatives are on the Assets, Buyer shall maintain, at its sole expense and with a representative insurers reasonably satisfactory to Seller, policies of insurance of the Company participatingtypes and in the amounts reasonably requested by Seller. Coverage under all insurance required to be carried by Buyer hereunder will (i) be primary insurance, (ii) list Seller Indemnified Parties as additional insureds, (iii) waive subrogation against Seller Indemnified Parties and (iv) provide for 5 days prior notice to Seller in the event of cancellation or modification of the policy or reduction in coverage. Upon request by Seller, Buyer shall provide evidence of such insurance to Seller prior to entering the Assets.

Access. Upon reasonable advance written notice(a) Seller will authorize and permit Company, the Company shall (its representatives, accountants and shall cause its Subsidiaries to) afford Parent’s representatives reasonable accesscounsel, to have access during normal business hours throughout hours, on notice and in such manner as will not unreasonably interfere with the period prior to conduct of the Effective Timebusinesses of Seller, to the Acquired Companies’ employees, customers, vendors, partners, all properties, books, records, branch operating reports, branch audit reports, operating instructions and procedures, tax returns, tax settlement letters, contracts and documents, and all other information with respect to its business affairs, financial condition, assets and liabilities as Company may from time to time reasonably request. Seller shall permit Company, its representatives, accountants and counsel to make copies of such books, records and contracts andother documents and to discuss the business affairs, during condition (financial and otherwise), assets and liabilities of Seller with such periodthird Persons, including, without limitation, its directors, officers, employees, accountants, counsel and creditors, as Company considers necessary or appropriate for the purposes of familiarizing itself with the businesses and operations of Seller, obtaining any necessary orders, consents or approvals of the transactions contemplated by this Agreement by any Governmental Entity and conducting an evaluation of the assets and liabilities of Seller. Seller will cause Vavrinek, Trine, Day & Co., LLP to make available to Company, its accountants, counsel and other agents, such personnel, work papers and other documentation of such firm relating to its work papers and its audits of the books and records of Seller as may be requested by Company in connection with its review of the foregoing matters. (b) The Chairman of the Board or President of Company, or in their absence another representative of Company shall (be invited by Seller to attend all regular and special Board of Directors and committee meetings of Seller from the date hereof until the Effective Time. Seller shall cause its Subsidiaries to) furnish promptly to Parent inform Company of all available information concerning its business as Parent may reasonably requestsuch Board meetings at least 5 Business Days in advance of each such meeting; provided, however, that the Acquired Companies attendance of such representative of Company shall not be required to permit permitted at any inspection or other accessmeeting, or to disclose any informationportion thereof, that in for the reasonable judgment sole purpose of discussing the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions transaction contemplated by this Agreement without or the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative obligations of the Company participatingSeller under this Agreement.

Access. Upon reasonable advance written noticeBetween the date hereof and the Closing, the Company Seller (i) shall (give, and shall use commercially reasonable efforts to cause the Acquired Companies to give, each Buyer and its Subsidiaries to) afford Parent’s authorized representatives reasonable access, during normal regular business hours throughout the period prior to the Effective Timeand upon reasonable advance Notice, to the Acquired Companies’ such employees, customersplants, vendorspipelines, partnersand other facilities, propertiesand such books and records, 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 access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect and Seller, as are reasonably necessary to confidentiality, non-disclosure allow each Buyer and its authorized representatives to make such inspections as they may reasonably require to verify the accuracy of any representation or privacy; (c) jeopardize protections afforded warranty contained in this Agreement or as they may reasonably require for the Company under transition of the attorney-client privilege or ownership interests in the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect Acquired Companies from Seller to subclauses (a), (b) the applicable Buyer and (c), that the Parties ii) shall use their commercially reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its representatives pursuant to this Section 6.4 shall be treated as “Evaluation Material” officers of the Acquired Companies for purposes of to furnish each Buyer and its authorized representatives with such financial and operating data and other information with respect to 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 Acquired Companies as is available to Parentsuch officers and as such Buyer may from time to time reasonably request. All requests for Neither Buyer shall have any right of 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, Parent and Acquisition Sub shall notto, and Seller shall cause their respective representatives not tohave no obligation to provide to either Buyer, contact any customer or supplier of the Company (1) bids received from others in connection with the Merger or any of the other transactions contemplated by this Agreement without and information and analysis (including financial analysis) relating to such bids, or (2) any information the Company’s prior consent (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 consent not information or to be unreasonably withheldcause either Seller or any Acquired Company or any of their Affiliates to breach a confidentiality obligation, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree provided that Seller shall use commercially reasonable efforts to obtain a waiver of any such contact shall be arranged by confidentiality obligations (collectively, the “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 with a representative of the Company participatingall extracts therefrom or notes pertaining thereto (whether in electronic or other format).

Access. Upon Subject to applicable Law relating to the sharing of information, upon reasonable advance written notice, and except as may otherwise be required by applicable Law, NYSE Euronext, on the Company one hand, and NASDAQ OMX and ICE, on the other hand, shall (and each shall cause its Subsidiaries to) afford Parentto the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to the Acquired Companies’ employees, customers, vendors, partners, its properties, books, contracts and records and contracts and, during such period, the Company each shall (and shall cause its Subsidiaries to) furnish promptly to Parent the other all available information concerning its business business, properties and personnel as Parent may reasonably requestbe requested; provided, howeverthat no investigation pursuant to this Section 4.5 shall affect or be deemed to modify any representation or warranty made by any Party; provided, further, that the Acquired Companies foregoing shall not be required require any of NYSE Euronext, NASDAQ OMX or ICE (i) to permit any inspection or other accessinspection, or to disclose any information, that in the reasonable judgment of the Company could: (a) disclosing Party would result in the disclosure of any trade secrets of Third Parties; (b) third parties or violate any obligation of the Acquired Companies its obligations with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties confidentiality if such disclosing Party shall use their have used reasonable best efforts to cause obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of itself or any of its Subsidiaries, (iii) in the case of NYSE Euronext, (x) to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by NYSE Euronext or any of its Subsidiaries or any other regulatory activities conducted by NYSE Euronext or any of its Subsidiaries that the Chief Executive Officer of NYSE Euronext Regulation, Inc. determines, in his or her sole discretion, is confidential and inappropriate to disclose to such Parent, or (y) to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by NYSE Euronext Stock Exchange LLC or NYSE Euronext Arca, Inc. or any other regulatory activities that the Chief Executive Officer of NYSE Euronext Regulation, Inc. determines, in his or her sole discretion, is confidential and inappropriate to disclose to such Parent, (iv) in the case of NASDAQ OMX, (x) to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries or any other regulatory activities conducted by [APPROPRIATE NASDAQ OMX ENTITIES], if the [Chief Executive Officer][OTHER APPROPRIATE PARTY] of the [APPROPRIATE NASDAQ OMX ENTITIES] determines, in his or her sole discretion, that such information is confidential and inappropriate to be provided in a manner that would not result in such jeopardy or contravention); disclose to NYSE Euronext, or (ey) materially interfere with to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by the conduct [APPROPRIATE NASDAQ OMX ENTITIES], if [Chief Executive Officer][OTHER APPROPRIATE PARTY] of the Acquired Companies’ business[APPROPRIATE NASDAQ OMX ENTITY] determines, in his or her sole discretion, that such information is confidential and inappropriate to disclose to NYSE Euronext, or (v) in the case of ICE, (x) to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries or any other regulatory activities conducted by [APPROPRIATE ICE ENTITIES], if the [Chief Executive Officer][OTHER APPROPRIATE PARTY] of the [APPROPRIATE ICE ENTITIES] determines, in his or her sole discretion, that such information is confidential and inappropriate to disclose to NYSE Euronext, or (y) to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by the [APPROPRIATE ICE ENTITIES], if [Chief Executive Officer][OTHER APPROPRIATE PARTY] of the [APPROPRIATE ICE ENTITY] determines, in his or her sole discretion, that such information is confidential and inappropriate to disclose to NYSE Euronext. All requests for information obtained by Parent and its representatives made pursuant to this Section 6.4 4.5 shall be treated directed to an executive officer of NYSE Euronext, NASDAQ OMX or ICE, as “Evaluation Material” the case may be, or such Person as may be designated by either of their executive officers, as 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 case may be, with a copy to the General Counsel of the Company or another Person designated in writing such Party. All such information shall be governed by the Company. Notwithstanding anything herein to the contrary, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier terms of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement.

Access. Upon reasonable advance written notice(a) From the date hereof until the Closing Date or the earlier termination of this Agreement in accordance with its terms, subject to the Company confidentiality obligations of Purchaser set forth herein and in the Confidentiality Agreement, and subject to the limitations set forth in Section 7.03(b), Seller shall (i) give Purchaser and shall cause its Subsidiaries to) afford ParentPurchaser’s representatives Representatives reasonable access, during normal business hours throughout the period prior to the Effective Timeand upon reasonable advance notice, to the Acquired Companies’ employees, customers, vendors, partnersoffices, properties, books, and books and records and contracts and, during such periodof Seller, the Company and the Selling Affiliate to the extent relating to the Business (which books and records shall include, without limitation, the books and records evidencing the compliance of Seller and the Selling Affiliate with the Protocol as it applies to the Business) and (and shall cause its Subsidiaries toii) furnish promptly to Parent all available Purchaser and Purchaser’s Representatives such financial and operating data and other information concerning its business in Seller’s possession relating to the Business as Parent Purchaser may reasonably request; provided, however, that neither Purchaser nor any Purchaser Representative will have the Acquired Companies shall not be required right to permit perform any inspection investigative procedures that involve physical disturbance or other access, damage to the real property of Seller or to disclose its Affiliates (including any information, that in the reasonable judgment environmental sampling or testing at such real property) or any of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation other assets of the Acquired Companies with respect Business without Seller’s prior written consent. Any investigation pursuant to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties this Section 7.03 shall use their reasonable best efforts to cause such information to be provided in a manner that would not result conducted in such jeopardy or contravention); or (e) materially manner as not to interfere unreasonably with the conduct of the Acquired Companies’ business. All information obtained by Parent and its representatives pursuant to this Section 6.4 shall be treated as “Evaluation Material” business of Seller, the Acquired Companies for purposes Selling Affiliate or any of the Confidentiality Agreement. No investigation pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty their respective Affiliates. (b) Nothing in this Agreement will impose obligations on Seller, the Selling Affiliate or any of their respective Affiliates to give Purchaser or any Purchaser Representative access to information if such access could reasonably be expected to cause Seller, the Selling Affiliate or any of their respective Affiliates to be in breach of any party hereto duty of confidence or otherwise limit any other duty or affect obligation under applicable Law (including antitrust and Competition Laws and Laws affecting privacy, personal information and the remedies available to Parent. All requests for access pursuant to this Section 6.4 must be directed to the General Counsel collection, handling, storage, processing, use or disclosure of the Company or another Person designated in writing by the Company. Notwithstanding anything herein to the contrarydata); provided, Parent and Acquisition Sub shall nothowever, that Seller shall, and shall cause the Selling Affiliate and each of their respective representatives not controlled Affiliates to, contact any customer (i) use reasonable efforts to obtain consent to disclose information covered by a confidentiality agreement or supplier other duty of confidence and (ii) disclose competitively sensitive information to the Purchaser’s external legal advisers pursuant to a common interest or joint defense agreement entered into by and between Seller and Purchaser. (c) Confirmation of Tantalum Inventory and Non-Tantalum Inventory. (i) During the week prior to the Closing, Seller shall provide Purchaser with a copy of the Company report relating to its most recent physical inspection of the Business’s Tantalum Inventory and Non-Tantalum Inventory (including, for the avoidance of doubt, any Tantalum Inventory or Non-Tantalum Inventory of the Business contained in connection with offsite storage facilities) and all relevant documentation bringing the Merger or inventory levels set forth therein forward to (A) the date of such delivery and (B) the anticipated Closing Date (such Tantalum Inventory, the “Closing Tantalum Inventory”, and such Non-Tantalum Inventory, the “Closing Non-Tantalum Inventory”). Such report shall identify and quantify in a reasonable level of detail each subcategory comprising the definition of Minimum Tantalum Inventory and Minimum Non-Tantalum Inventory and shall be accompanied by a certification of such Closing Tantalum Inventory and Closing Non-Tantalum Inventory by an executive officer of Seller. (ii) If the Closing Tantalum Inventory is less than the Minimum Tantalum Inventory, then Seller shall, as soon as reasonably practicable but in no event later than six (6) months after the Closing Date, deliver to Purchaser an amount of Tantalum Inventory equal to: (A) in the case of a shortfall in tantalum ore, K2TaF7 and scrap, such shortfall from a source specified as “non-conflict”; and (B) in the case of a shortfall in any of (i) capacitor powder, work in progress and finished goods, (ii) mill work in progress, finished goods and scrap or (iii) tantalum trays, such amount of tantalum ore, K2TaF7 and scrap from a source specified as “non-conflict” as is necessary for the other transactions contemplated by this Agreement without Business to produce the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed)shortfall in the ordinary course, and Parent and Acquisition Sub acknowledge and agree that any Seller shall pay Purchaser an amount equal to the aggregate cost to the Business to produce such contact shall be arranged by and with a representative shortfall (calculated on the basis of the Company participatingaggregate weighted average conversion cost per pound incurred by the Business to produce each type of the shortfall in the three (3) months prior to the Closing Date) from the tantalum ore, K2TaF 7 and scrap delivered by Seller. (iii) If the Closing Non-Tantalum Inventory is less than the Minimum Non-Tantalum Inventory, then Seller shall, within five (5) Business Days after the Closing Date, pay to Purchaser by wire transfer of immediately available funds cash in an amount equal to such shortfall calculated by reference to book value in accordance with GAAP and on a basis consistent with past practice.

Access. Upon Prior to the Closing, upon reasonable advance written noticenotice from Purchaser, and subject to the provisions of any applicable lease or sublease (whether the Company or any of its Subsidiaries is a lessor/sublessor or lessee/sublessee), the Company shall (and shall cause its Subsidiaries to) afford Parent’s to the officers, attorneys, accountants or other authorized representatives of Purchaser reasonable access, access during normal business hours throughout the period prior to the Effective Timebusiness, employees, Real Estate, facilities and books and records of the Company and each of its Subsidiaries relating to the Acquired Companies’ employees, customers, vendors, partners, properties, books, records and contracts and, during such period, business then conducted and/or operated or previously conducted and/or operated by the Company shall and its Subsidiaries for all or any portion of its business (including without limitation all Tax Returns and communications with any Governmental Authority relating to Taxes), so as to afford Purchaser full opportunity to make such review, examination and investigation of such businesses as Purchaser determines are reasonably necessary in connection with the consummation of the transactions contemplated hereby and shall execute such contracts as may be required to access information held by third parties or cause its Subsidiaries to) furnish promptly to Parent all available information concerning its business as Parent may reasonably requestan inspection by a Governmental Authority; provided, however, that the Acquired Companies foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such Person. Purchaser shall be permitted to make extracts from or to make copies of such books and records as may be reasonably necessary in connection therewith. Prior to the Closing, the Company shall, and shall cause each of its Subsidiaries to, and each of its Subsidiaries shall, promptly furnish Purchaser with access to such maintenance records, operating data and other information relating to the business then owned and/or operated by the Company and each of its Subsidiaries as Purchaser may reasonably request. The Company shall promptly deliver to Purchaser such copies of all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed by the Company or any of its Subsidiaries, or by any Person in connection with or related to the Company's and its Subsidiaries' businesses, and after the consummation of the Restructuring, in each case in the Bankruptcy Cases. The Company shall promptly provide to Purchaser all documents and materials relating to the Restructuring, the proposed transfer of the Shares, the Accepted Contracts or any portion thereof, and otherwise cooperate with Purchaser, to the extent reasonably necessary in connection with Purchaser's preparation for or participation in any part of the Bankruptcy Cases in which Purchaser's participation is necessary, required or reasonably appropriate. The Company shall promptly deliver to Purchaser all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed in any other judicial or administrative proceeding as Purchaser may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to consult with Purchaser with respect to any press release or public statement outside the Bankruptcy Court concerning, in whole or in part, the transactions contemplated by this Agreement. Without limiting the generality of this Section 4.1, if requested by Purchaser, the Company, upon reasonable notice, shall provide access to the Real Estate to Purchaser and its representatives and agents for purposes of conducting unintrusive environmental assessments, including Phase I analyses or further analyses if Purchaser deems such analyses are warranted as a result of a Phase I analysis or otherwise. To the extent that any applicable lease or sublease (whether the Company or any of its Subsidiaries is a lessor/sublessor or lessee/sublessee) restricts the ability of the Company's or any of its Subsidiaries to grant access to any property, the Company and its Subsidiaries shall use all reasonable best efforts to provide for such access as Purchaser may reasonably request hereunder. For the avoidance of doubt, the Company shall not be required to permit any inspection provide Purchaser access to information regarding bids or other access, or to disclose any information, that in the reasonable judgment expressions of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its 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 interest received by the Company. Notwithstanding anything herein to , before the contrary, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingBid Deadline Date.

Access. Upon reasonable advance written notice(a) PayPal shall, the Company shall (and shall cause its Subsidiaries to) afford Parent’s representatives , allow eBay and its Subsidiaries and their respective Representatives reasonable access to the facilities of PayPal and its Subsidiaries that is necessary for eBay and its Subsidiaries to fulfill their obligations under this Agreement. In addition to the foregoing right of access, during normal business hours throughout the period prior to the Effective TimePayPal shall, to the Acquired Companies’ employees, customers, vendors, partners, properties, books, records and contracts and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly , afford eBay, its Subsidiaries and their respective Representatives, upon reasonable advance written notice, reasonable access during normal business hours to Parent all available the facilities, Information, systems, infrastructure and Personnel of PayPal and its Subsidiaries as reasonably necessary for eBay to verify the adequacy of internal controls over information concerning technology, reporting of financial data and related processes employed in connection with the Services being provided by PayPal or its business as Parent may reasonably requestSubsidiaries, including in connection with verifying compliance with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; provided, however, that the Acquired Companies (i) such access shall not be required to permit unreasonably interfere with any inspection or other access, or to disclose any information, that in the reasonable judgment of the Company could: business or operations of PayPal or any of its Subsidiaries, (aii) result in the disclosure of any trade secrets of Third Parties; (b) if PayPal determines that providing such access could violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure applicable Law or privacy; (c) jeopardize protections afforded the Company under the agreement or waive any attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed thatprivilege, with respect to subclauses (a), (b) and (c), that then the Parties shall use their commercially reasonable best efforts to cause permit such information to be provided access in a manner that would not result in avoids each of such jeopardy or contravention); or harm and consequence, and (eiii) materially interfere with if PayPal determines that providing such access requires a Third Party Approval, such access shall be subject to the conduct receipt of the Acquired Companies’ businesssuch Third Party Approval. All information obtained by Parent eBay agrees that all of its and its representatives pursuant Subsidiaries’ employees shall, and that it shall use commercially reasonable efforts to this Section 6.4 shall be treated as “Evaluation Material” cause its Representatives’ employees to, when on the property of the Acquired Companies for purposes PayPal or its Subsidiaries, or when given access to any facilities, Information, systems, infrastructure or Personnel of the Confidentiality Agreement. No investigation pursuant to this Section 6.4 shall affect PayPal 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 its Subsidiaries, conform to the General Counsel reasonable policies and procedures of the Company PayPal and its Subsidiaries, as applicable, concerning health, safety, conduct and security that are made known or another Person designated in writing by the Company. Notwithstanding anything herein provided to the contrary, Parent and Acquisition Sub shall noteBay from time to time. (b) eBay shall, and shall cause its Subsidiaries to, allow PayPal and its Subsidiaries and their respective representatives not Representatives reasonable access to the facilities of eBay and its Subsidiaries that is necessary for PayPal and its Subsidiaries to fulfill their obligations under this Agreement. In addition to the foregoing right of access, eBay shall, and shall cause its Subsidiaries to, contact any customer or supplier afford PayPal, its Subsidiaries and their respective Representatives, upon reasonable advance written notice, reasonable access during normal business hours to the facilities, Information, systems, infrastructure and Personnel of eBay and its Subsidiaries as reasonably necessary for PayPal to verify the Company adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Merger Services being provided by eBay or its Subsidiaries, including in connection with verifying compliance with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; provided, that (i) such access shall not unreasonably interfere with any of the business or operations of eBay or any of its Subsidiaries, (ii) if eBay determines that providing such access could violate any applicable Law or agreement or waive any attorney-client privilege, then the other transactions contemplated by this Agreement without the Company’s prior consent (Parties shall use commercially reasonable efforts to permit such consent not to be unreasonably withheld, conditioned or delayed)access in a manner that avoids each of such harm and consequence, and Parent and Acquisition Sub acknowledge and agree (iii) if eBay determines that any providing such contact access requires a Third Party Approval, such access shall be arranged by subject to the receipt of such Third Party Approval. PayPal agrees that all of its and with a representative its Subsidiaries’ employees shall, and that it shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the property of eBay or its Subsidiaries, or when given access to any facilities, Information, systems, infrastructure or Personnel of eBay or its Subsidiaries, conform to the Company participatingreasonable policies and procedures of eBay and its Subsidiaries, as applicable, concerning health, safety, conduct and security that are made known or provided to PayPal from time to time.

Access. Upon (a) From the date hereof through the Closing Date (a period not less than 60 days from the date hereof) and upon reasonable advance written noticenotice from Buyer, the Company shall (Sellers will allow Buyer and shall cause its Subsidiaries to) afford Parent’s representatives reasonable access, Representatives full access during normal business hours throughout the period prior to, and will furnish them with, all documents, records, work papers and information with respect to the Effective Time, to Purchased Business and the Acquired Companies’ employees, customers, vendors, partners, properties, 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 Purchased Assets as Parent Buyer may reasonably request; provided, however, that such physical access to the Acquired Companies properties owned and operated by Sellers in relation to environmental matters shall be subject to Section 6.1(b). (b) From the date hereof through the thirtieth business day prior to the Closing Date and subject to the terms and conditions set forth in this Section 6.1 and Section 6.2, Buyer and its Representatives shall have the right to conduct in relation to the Transferred Real Property a Phase I Environmental Site Assessment conforming to ASTM E-1527-05 using such licensed and reputable consultant as shall be previously approved by Sellers, provided that such approval shall not be required unreasonably withheld or delayed by Sellers (a “Phase I ESA”), which may include, if Buyer so desires, a limited compliance assessment. No later than twenty (20) days prior to permit the Closing Date, Buyer shall provide each Phase I ESA to Sellers. If such Phase I ESA identifies and describes a Potentially Material Environmental Condition and includes a recommendation to perform additional assessment or investigation at any inspection or other accessTransferred Real Property, or Sellers shall have the right within five (5) business days of receipt of the Phase I ESA to disclose any informationremove such Transferred Real Property from the Purchased Assets to be conveyed to Buyer under this Agreement; provided, however, that if such Transferred Real Property is a parcel of Transferred Owned Real Property, then the Purchase Price shall be reduced at Closing by the Allocated Value attributable to such Transferred Owned Real Property set forth in Schedule 6.1; and further provided that if any such Transferred Real Property is a Critical Property, then Sellers shall pay to Buyer, within 30 days of being invoiced therefor, the reasonably incurred moving expenses to transfer any Purchased Assets, other than Immovable Fixtures, associated with such Critical Property to an alternative facility selected by Buyer within 100 miles of such Critical Property. If Sellers do not notify Buyer of the removal of such Transferred Real Property from the Purchased Assets to be conveyed to Buyer within five (5) business days of receipt of the Phase I ESA, Buyer shall have the further right to conduct a subsurface investigation (“Phase II ESA”) limited to the Potentially Material Environmental Condition so described using a licensed and reputable consultant previously approved by Sellers, provided that such approval shall not be unreasonably withheld or delayed by Sellers. (i) All environmental assessments of the Transferred Real Property by Buyer and its Representatives shall be conducted in the presence of a Representative of Sellers, and shall be conducted at Buyer’s sole cost and expense. Buyer shall indemnify, defend and hold harmless Seller from and against all costs, loss, damage, liability and expense, including reasonable judgment of attorneys’ fees, relating to or arising from the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure activities Buyer or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its representatives Buyer’s Representatives conducted pursuant to this Section 6.4 6.1(b); (ii) Buyer shall be treated as “Evaluation Material” not conduct any invasive testing at any Transferred Real Property prior to providing Sellers with a copy of the Acquired Companies relevant Phase I ESA, a written description of the proposed invasive testing, and a reasonable period of time to provide comments, which Buyer agrees to consider in good faith, provided that approval to conduct any recommended Phase II ESA invasive testing shall not be unreasonably withheld or delayed by Sellers. For any invasive sampling, Sellers shall have the right, but not the obligation, to take split samples; (iii) For Buyer’s environmental assessment activities, Sellers will provide reasonable access to the Transferred Owned Real Property; for the Transferred Leased Real Property, Sellers will reasonably cooperate with Buyer in contacting the owners of the Transferred Leased Real Property directly to attempt to arrange for access for the purposes of environmental assessment; (iv) Unless and until Closing occurs, unless otherwise required by Environmental Law, Buyer will not disclose the Confidentiality Agreement. No investigation pursuant results of its environmental assessment activities to this Section 6.4 any Governmental Authority; provided, however, that if Buyer is compelled to disclose such results then Buyer shall affect or be deemed to modify any representation or warranty notify Sellers not less than fourteen (14) days in this Agreement advance of any such disclosure and will simultaneously furnish Sellers and their counsel with copies of all materials to be disclosed and shall at the expense of Sellers use reasonable efforts to assist counsel in resisting and/or preparing to make such disclosure; and (v) While performing any Phase I ESA or Phase II ESA, Buyer and its Representatives must comply with Sellers’ written environmental and safety rules and policies at any Transferred Owned Real Property, and with the third-party hereto or otherwise limit or affect the remedies available to Parent. All requests for access pursuant to this Section 6.4 must be directed owner’s written environmental and safety rules and policies at any Transferred Leased Real Property, to the General Counsel extent copies of the Company or another Person designated such rules and policies are provided to Buyer and its Representatives in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier advance of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingactivities.

Access. Upon reasonable advance written notice(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 Company, to its and its Subsidiaries’ officers, employees, properties, contracts, commitments, books and records and any report, schedule or other document filed or received by 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) afford received from the FDA or similar Governmental Authority promptly after receipt of such communication, shall provide Parent with a reasonable opportunity to review and comment on such filing or submission, and shall give reasonable consideration to all comments reasonably proposed by Parent’s representatives reasonable . All access pursuant to this Section 6.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the Chief Executive Officer of the Company or a designee thereof. (b) Notwithstanding anything to the contrary contained in this Section 6.3, neither the Company nor its Subsidiaries nor their respective Representatives shall be required to provide any access, during normal business hours throughout or make available any document, correspondence or information, if doing so would, in the period prior reasonable judgment of the Company’s outside legal counsel, (i) jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Effective TimeCompany or any of its Subsidiaries or the assets, to or operation of the Acquired Companies’ employeesbusiness, customers, vendors, partners, properties, books, records and contracts and, during such period, of the Company shall (and shall cause or any of its Subsidiaries toor (B) furnish promptly Material Company Contract to Parent all available information concerning which the Company or any of its business as Parent may reasonably requestSubsidiaries is party or by which any of their assets or properties are bound; provided, however, that in such instances the Acquired Companies Company shall not be required inform Parent of the general nature of the information being withheld and the basis for withholding and, upon Parent’s request, reasonably cooperate with Parent to permit any inspection or other access, or to disclose any provide such information, that in the reasonable judgment of the Company could: (a) result whole or in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentialitypart, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct any of the Acquired Companies’ business. All information obtained outcomes described in the foregoing clauses (i) and (ii), including using commercially reasonable efforts to seek consent from the applicable third party to any such Material Company Contract under which disclosure is prohibited. (c) No investigation by Parent and or 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 Representatives shall affect or be deemed to modify any representation or warranty in this Agreement of any party hereto or otherwise limit or affect waive the remedies available to Parent. All requests for access pursuant to this Section 6.4 must be directed to the General Counsel representations and warranties of the Company set forth in this Agreement. (d) The Parties hereby agree that all information provided to them or another Person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company Representatives in connection with this Agreement and the Merger or any consummation of the other transactions contemplated by this Agreement without Transactions shall be governed in accordance with the Company’s prior consent Mutual Non-Disclosure Agreement, dated as of January 31, 2014, as amended on August 7, 2015, between the Company and Sun Pharmaceutical Industries Ltd. (such consent not to be unreasonably withheld, conditioned or delayedthe “Confidentiality Agreement”), which shall continue in full force and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and effect in accordance with a representative of the Company participatingits terms.

Access. (a) Upon reasonable advance written prior notice, the Company shall (afford Parent and shall cause its Subsidiaries to) afford Parent’s representatives Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to the Acquired Companies’ employees, customers, vendors, partnersCompany’s and its Subsidiaries personnel, properties, booksContracts, filings with Governmental Entities and books and 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 Company shall not be required to permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of the Company couldwould: (a) result in the disclosure of any trade secrets of Third Parties; (bi) violate any obligation of the Acquired Companies Company under any Contract with respect to confidentiality, non-disclosure confidentiality or privacy; (cii) jeopardize protections afforded the Company under the attorney-client privilege or privilege, the attorney work product doctrinedoctrine or similar legal privilege or protection; (diii) violate any Law Legal Requirement; or (it iv) result in the disclosure of any Trade Secrets of any third parties or personal information that would expose the Company to the risk of liability; provided that in each case the Company shall inform Parent of the nature of the information being agreed thatwithheld, with respect to subclauses (a), (b) and (c), that the Parties shall use their its reasonable best efforts to cause such information to be provided in a manner make alternative arrangements that would not result in allow Parent (or its applicable Representative) access to such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ businessinformation. All information obtained by or provided to Parent and its representatives Representatives pursuant to this Section 6.4 Agreement shall be treated as “Evaluation MaterialConfidential Information” of the Acquired Companies Company for purposes of the Confidentiality Non-Disclosure Agreement. No investigation . (b) To the extent that the Company or a Company Subsidiary elects to furnish any information or material pursuant to this Section 6.4 Agreement that includes material subject to the attorney-client privilege, work product doctrine or any other applicable privilege, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or any other applicable privilege. All such information that is entitled to protection under the attorney-client privilege, work product doctrine or any other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. (c) No exchange of information or investigation by Parent or its Representatives shall affect or be deemed to affect, modify any representation or warranty in this Agreement of any party hereto or otherwise limit or affect waive the remedies available to Parent. All requests for access pursuant to this Section 6.4 must be directed to the General Counsel representations and warranties of the Company set forth in this Agreement. No exchange of information or another Person designated in writing investigation by the Company. Notwithstanding anything herein Company or its Representatives shall affect or be deemed to affect, modify or waive the representations and warranties of Parent set forth in this Agreement. (d) The Company shall use reasonable best efforts to provide, no later than ten (10) Business Days prior to the contraryClosing Date, Parent a complete and Acquisition Sub shall notaccurate (in all material respects) list of each filing, payment, or other similar action that must be made or taken on or before the date that is ninety (90) days after the Closing Date in order to obtain, perfect or maintain in full force and shall cause their respective representatives not to, contact any customer or supplier effect each item of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingOwned IP.

Access. (a) Upon reasonable advance written prior notice, the Company shall (afford Parent and shall cause its Subsidiaries to) afford Parent’s representatives Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to the Acquired Companies’ employees, customers, vendors, partnersCompany’s and its Subsidiaries personnel, properties, booksContracts, filings with Governmental Entities and books and 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 Company shall not be required to permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of the Company couldwould: (a) result in the disclosure of any trade secrets of Third Parties; (bi) violate any obligation of the Acquired Companies Company with respect to confidentiality, non-disclosure confidentiality or privacy; (cii) jeopardize protections afforded the Company under the attorney-client privilege or privilege, the attorney work product doctrinedoctrine or similar legal privilege or protection; (diii) violate any Law Legal Requirement; or (it iv) result in the disclosure of any trade secrets of any third parties, competitively sensitive information, information concerning the valuation of the Company or any of its Subsidiaries or personal information that would expose the Company to the risk of liability; provided that in each case the Company shall inform Parent of the nature of the information being agreed thatwithheld, with respect to subclauses (a), (b) and (c), that the Parties shall use their its commercially reasonable best efforts to cause such information to be provided in a manner make alternative arrangements that would not result in allow Parent (or its applicable Representative) access to such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ businessinformation. All information obtained by or provided to Parent and its representatives Representatives pursuant to this Section 6.4 Agreement shall be treated as “Evaluation MaterialConfidential Information” of the Acquired Companies Company for purposes of the Confidentiality Non-Disclosure Agreement. (b) Upon reasonable prior notice, Parent shall afford the Company and its Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to Parent’s and its Subsidiaries personnel, properties, Contracts, filings with Governmental Entities and books and records and, during such period, Parent shall furnish promptly to the Company all available information concerning its business as the Company may reasonably request; provided, however, that Parent shall not be required to permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of Parent would: (i) violate any obligation of Parent with respect to confidentiality or privacy; (ii) jeopardize protections afforded Parent under the attorney-client privilege, the attorney work product doctrine or similar legal privilege or protection; (iii) violate any Legal Requirement; or (iv) result in the disclosure of any trade secrets of any third parties, competitively sensitive information, information concerning the valuation of Parent or any of its Subsidiaries or personal information that would expose Parent to the risk of liability; provided that in each case Parent shall inform the Company of the nature of the information being withheld, and shall use its commercially reasonable best efforts to make alternative arrangements that would allow the Company (or its Representatives) access to such information. No investigation All information obtained by or provided to the Company and its Representatives pursuant to this Section 6.4 Agreement shall be treated as “Confidential Information” of Parent for purposes of the Non-Disclosure Agreement. (c) To the extent that any of the information or material furnished pursuant to this Agreement may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or any other applicable privilege. All such information that is entitled to protection under the attorney-client privilege, work product doctrine or any other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. (d) No exchange of information or investigation by Parent or its Representatives shall affect or be deemed to affect, modify any representation or warranty in this Agreement of any party hereto or otherwise limit or affect waive the remedies available to Parent. All requests for access pursuant to this Section 6.4 must be directed to the General Counsel representations and warranties of the Company set forth in this Agreement. No exchange of information or another Person designated in writing investigation by the Company. Notwithstanding anything herein Company or its Representatives shall affect or be deemed to affect, modify or waive the contrary, representations and warranties of Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company set forth in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingAgreement.

Access. Upon The Contributors will afford to the Partnership and its counsel, financial advisors, auditors and other authorized representatives (“Representatives”) reasonable advance written noticeaccess to the Contributors’ and the Companies’ financial, title, tax, corporate and legal materials and operating data and information available as of the Company shall (date hereof and shall cause its Subsidiaries to) afford Parent’s representatives reasonable access, during normal business hours throughout which becomes available to the period Contributors at any time prior to the Effective TimeClosing Date, and will furnish to the Acquired Companies’ employees, customers, vendors, partners, properties, books, records and contracts and, during Partnership such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all available other information concerning its business as Parent it may reasonably request; provided, however, that unless any such access and disclosure would violate the Acquired terms of any agreement to which the Contributors and the Companies shall not be required to permit are bound or any inspection applicable law or other accessregulation, or to disclose any information, that in jeopardize the reasonable judgment of the Company could: (a) result in the disclosure availability of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall privilege. The Contributors will use their reasonable best efforts to cause secure all requisite consents for the examination by the Partnership and their Representatives of all information covered by confidentiality agreements and will promptly communicate to the Partnership or its Representatives the substance of any such information to be provided in a manner information, whether by redacting parts thereof or otherwise, so that disclosure would not result in violate any such jeopardy confidentiality agreement or contravention); or (e) materially interfere cause the loss of the privilege with respect thereto, and otherwise shall make all reasonable and appropriate substitute disclosure arrangements. The Contributors will cause the Companies to allow the Partnership access to and consultation with the conduct lawyers, accountants, and other professionals employed by or used by the Companies for all purposes under this Agreement. Any such consultation shall occur under circumstances appropriate to maintain intact the attorney-client privilege as to privileged communications and attorney work product. Additionally, the Contributors will afford to the Partnership and its Representatives reasonable access to the books and records of the Acquired Contributors insofar as they relate to property, accounting and tax matters of the Companies. Until the Closing Date, the confidentiality of any data or information so acquired shall be maintained by the Partnership and its Representatives. Further, the Contributors will afford to the Partnership and its Representatives reasonable access from the date hereof until the Closing Date, during normal business hours, to the Companies’ business. All information obtained by Parent assets and its representatives pursuant to this Section 6.4 properties; provided that such access shall be treated as “Evaluation Material” at the sole cost, expense and risk 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingPartnership.

Access. Upon reasonable advance written noticeFrom the date hereof until the Closing Date, the Company shall (and Seller shall cause the SRLP Entities to provide Acquiror and its Subsidiaries to) afford Parent’s representatives Affiliates and Representatives with reasonable access, access during normal business hours throughout and upon reasonable notice to (i) the period prior to the Effective Time, to the Acquired Companies’ employees, customers, vendors, partnersoffices, properties, booksbooks and records of the SRLP Entities; provided that such access does not unreasonably interfere with the normal operations of any of the SRLP Entities and (ii) information related to the financial or Tax records of SRLP Entities, records including Tax Returns (including any supporting documents), elections, Contracts, schedules, officer’s certificates, analyses, memoranda, tax opinions, and contracts andany other information in the SRLP’s possession, during such periodin each case, as may be reasonably requested by Acquiror to assess that SRLP satisfies the Company exception for partnerships that meet the “qualifying income” requirement in Section 7704(c) of the Code. The information provided pursuant to this Section 6.1 shall constitute Information (and as defined in the Confidentiality Agreement) under the Confidentiality Agreement. Nothing set forth in this Agreement shall cause its Subsidiaries require Seller 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 access, or to disclose cause any informationSRLP Entity to, that in the reasonable judgment of the Company could: (a) result in the disclosure of allow Acquiror and its Affiliates or Representatives to, and Acquiror and its Affiliates and Representatives shall not, conduct any trade secrets of Third Parties; sampling, boring drilling or other invasive investigation activities with respect to soil, groundwater or other media, including any Phase II Environmental Site Assessments, (b) violate provide Acquiror and its Affiliates or Representatives with any obligation of information regarding Seller’s businesses, assets, financial performance or condition or operations not involving the Acquired Companies with respect to confidentialitySRLP Entities, non-disclosure or privacy; (c) provide access to or disclose information where such access or disclosure would jeopardize protections afforded the Company under the any attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, otherwise applicable with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information or contravene any Law, fiduciary duty or binding agreement entered into prior to be provided in a manner that would not result in the date hereof by the SRLP Entity providing such jeopardy information. Acquiror shall, at its sole cost and expense and without any cost and expense to Seller or contravention); or (e) materially interfere with the conduct SRLP Entities, restore the properties and assets of the Acquired Companies’ business. All information obtained by Parent SRLP Entities to at least the same condition they were in prior to the commencement of any access provided to Acquiror 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 Affiliates and Representatives, including repair of any party hereto damage done 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (resulting from such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingaccess.

Access. Upon reasonable advance written notice(a) Immediately upon execution of this Agreement, the ▇▇▇▇▇ Entities shall use their best efforts to cause the Company shall (to provide Comcast and shall cause its representatives complete access to the books, records, agreements, employees, accountants and the offices of the Company and its Subsidiaries to) afford Parent’s representatives reasonable access, during normal for the purposes of making such investigation of the business hours throughout the period prior to the Effective Time, to the Acquired Companies’ employees, customers, vendors, partners, properties, books, records and contracts and, during such period, of the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all available information concerning its business as Parent may reasonably requestComcast shall deem necessary; provided, however, that the Acquired Companies such investigation shall not be required to permit any inspection or other access, or to disclose any information, that in unreasonably interfere with the reasonable judgment operations of the Company. Between the date hereof and the termination of this Agreement, ▇▇▇▇▇ agrees to provide to Comcast copies of all information delivered to BTH or any Investor Nominee in accordance with the Shareholders Agreement. In addition, the parties agree that the BTH Entities shall be permitted to provide to Comcast all information regarding the Company could: (a) result in received by them or any Investor Nominee after the disclosure of date hereof; provided that any trade secrets of Third Parties; such information provided to Comcast shall be subject to paragraph (b) violate any obligation below. (b) From the date hereof to the earlier of the Acquired Companies Closing Date or the date which is one year after the termination of this Agreement, Comcast and its officers, directors, employees, representatives and Affiliates will use reasonable care to avoid disclosure to third parties of proprietary information (whether received by Comcast from the Company, the ▇▇▇▇▇ Entities or the BTH Entities) relating to the Company, except as specifically (and only to the extent) required to be disclosed by applicable law or administrative or legal process. For purposes of Comcast's obligations under this Section 12, reasonable care means the same degree of care that Comcast exercises with respect to confidentiality, non-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 privacyadministrative or legal process in order to enable the ▇▇▇▇▇ Entities to seek an appropriate protective order; (cii) jeopardize protections afforded the Company under the attorney-client privilege Comcast may disclose any information which (x) is or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a)becomes publicly available other than as a result of a disclosure of Comcast in breach of this Agreement, (by) and was known to the 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 (c), z) was previously independently developed by the party receiving such information without the assistance of Comcast. In the event that the Parties transactions contemplated hereby do not take place, all original documents shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or returned by Comcast if requested by the providing party within thirty (e30) materially interfere with the conduct days of the Acquired Companies’ business. All information obtained by Parent and its representatives pursuant to termination of this Section 6.4 Agreement; otherwise, Comcast 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 dispose of any party hereto or otherwise limit or affect such original documents in the remedies available to Parent. All requests for access pursuant to this Section 6.4 must be directed to the General Counsel normal course of the Company or another Person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingComcast's business.

Access. Upon reasonable advance written notice(a) The Company will, the Company shall (and shall will cause its Subsidiaries Subsidiaries, officers, directors and employees to, until an Equityholder no longer has the right to nominate at least one Director under Section 2.1 (or, in the case of an Equityholder that is a Strategic Investor, until (x) the Strategic Investor Group no longer has the right to nominate at least one Director under Section 2.1 and (y) such Strategic Investor has a Percentage Interest equal to at least 2%, or in the case of BHN, has a Percentage Interest equal to at least 50% of its Percentage Interest as of the Effective Date (as may be adjusted on the Adjustment Date)), (i) afford Parent’s representatives reasonable accessthe officers, employees, auditors and contract employees of that Equityholder and its Controlled Affiliates, during normal business hours throughout the period prior and on reasonable notice, reasonable access to the Effective TimeCompany’s and its Subsidiaries’ officers, employees, properties, offices, plants and other facilities and to all books and records, and (ii) afford that Equityholder the opportunity to discuss the Company’s and its Subsidiaries’ affairs, finances and accounts with the Company’s and its Subsidiaries’ officers from time to time as the Equityholder may reasonably request, in each event, only to the extent necessary or reasonably appropriate to accomplish the reasonable purpose of the proposed inspection. If following such discussion the Equityholder determines that it needs further financial information of the Company and its Subsidiaries, then the Equityholder will provide a written request of the same to the chief financial officer of the Company including a description of the type of information needed from the auditors. The chief financial officer of the Company will promptly make the request of the Company’s auditors to discuss the requested issues with the requesting Equityholder. (b) The officers, employees, auditors and contract employees of any Equityholder or its Controlled Affiliates having access rights under Section 2.5(a) will be limited to those officers, employees, auditors and contract employees of the Equityholder and its Controlled Affiliates with a need to have the above-described access rights for the purpose of evaluating the Equityholder’s equity investment in the Company and the LLC, but, insofar as such access rights provide access to information that relates, in each case, to the Acquired Companies’ employeesCompany’s retail business, customers, vendors, partners, properties, books, records and contracts and, during may not include any officer or employee that is directly responsible for the day-to-day operations of such period, Equityholder that are competitive with 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 access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in and the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingLLC.

Access. Upon reasonable advance written notice, the Company and each of the Acquired Companies shall (and shall cause its Subsidiaries to) afford Parent’s representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to the Company’s books and records, properties and facilities (in each case, as related to the Acquired Companies’ employees, customers, vendors, partners, properties, books, records Companies and contracts Company Properties) and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all readily available information concerning its the Company’s and the Acquired Companies’ business as Parent may reasonably request; provided, however, that the Acquired Companies Company shall not be required to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of the Company couldcould reasonably be expected to: (a) result in the disclosure of any trade secrets Trade Secrets of Third Partiesthird parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention)Law; or (e) materially interfere with the conduct of the Company’s or the Acquired Companies’ business. No physically invasive or destructive testing or soil investigations, including, without limitation, soil borings or Phase II environmental testing, shall be performed without the prior written approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. While on the Company Properties, Parent will comply, and will cause any of its representatives to comply, in all material respects with all applicable governmental laws and regulations. Parent shall repair any damage to the Company Properties or any adjacent property caused by such actions to the substantially same condition as existed prior to Parent’s action and does hereby agree to indemnify, defend, save and hold Company and, as the case may be, its subsidiaries, members, managers, partners, trustees, shareholders, directors, officers, employees and agents of the Company and its members (collectively, “Company Parties”) harmless of and from any and all claims, damages, losses, costs, expenses and liabilities (collectively, “Claims”) which Company or Company Parties may suffer, or to which they may be subject, by reason of, or in any manner directly as a result of, the inspections of Parent and its representatives at the Company Properties except (i) to the extent such claim or damage was caused by the gross negligence or willful misconduct of the Company or any Company Party, and/or (ii) for any existing conditions merely discovered by Parent or its representatives, unless exacerbated by Parent’s negligence or willful misconduct (in which case Parent shall be responsible solely to the extent of such exacerbation). Notwithstanding anything to the contrary in this Agreement, Parent shall not be entitled to recover from the Company or any direct or indirect owner or affiliate thereof (and in no event shall any of the foregoing be responsible for) consequential, special or any other indirect damages arising from this Section 6.4 unless such damages are payable by a Company Party to an unaffiliated third party. Parent specifically acknowledges and agrees not to utilize any such access for, or to otherwise engage (before the Closing Date) in, any marketing of all or any part of the Company Properties. In the event Parent discovers a preexisting condition at the Property, Parent hereby covenants that it shall not disclose such condition to any person (other than to its representatives) or governmental authority, except as otherwise required by applicable law or legal process; provided, however, Parent shall first notify the Company of such legal requirement and shall give the Company the opportunity to defend against or attempt to limit such disclosure through appropriate proceedings (and Parent shall cooperate in good faith with the Company, at the Company’s sole cost and expense, in connection therewith) or make the disclosure itself. Prior to Parent’s or its representative’s entry on the Company Properties, Parent shall furnish (or caused to be furnished) to the Company a certificate naming the Company and each of the applicable Company Subsidiaries as additional insureds on Parent’s commercial general liability insurance policy, which such commercial general liability (occurrence) insurance is in an amount of not less than One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) in the aggregate, and with excess umbrella coverage of Five Million Dollars ($5,000,000). Parent shall also maintain, with respect to its employees, if any, workers compensation insurance in an amount required by law, together with employer’s liability, with a waiver of subrogation. Parent agrees to maintain such coverages until the Closing Date. No investigation pursuant to this Section 6.4 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 6.4 must be directed to the General Counsel of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, the Parent Parties shall not, and shall cause their respective representatives not to, contact any tenant, customer or supplier of the Company in connection with the Mergers or any of the other Transactions without the Company’s prior written consent (such 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 Parent and its representatives pursuant to this Section 6.4 shall be treated as “Evaluation Material” of the Acquired Companies Company 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

Access. Upon (a) For purposes of furthering the transactions contemplated by this Agreement and upon reasonable advance written prior notice, the Company shall (afford Parent and shall cause its Subsidiaries to) afford Parent’s representatives Representatives reasonable access, during normal business hours throughout the period prior to the First Effective Time, to the Acquired CompaniesCompany’s and the Company Subsidiaries’ employees, customers, vendors, partnerspersonnel, properties, booksContracts, filings with Governmental Entities and books and 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 Company shall not be required to permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of the Company couldwould: (a) result in the disclosure of any trade secrets of Third Parties; (bi) violate any obligation of the Acquired Companies Company with respect to confidentiality, non-disclosure confidentiality or privacy; (cii) in light of COVID-19 or COVID-19 Measures, jeopardizes the health and safety of any officer or employee of the Company or any of the Company Subsidiaries; (iii) jeopardize protections afforded the Company under the attorney-client privilege or privilege, the attorney work product doctrinedoctrine or similar legal privilege or protection; (div) violate any Law Legal Requirement; (it v) result in the disclosure of any trade secrets of any third parties, competitively sensitive information, information concerning the valuation of the Company or any of the Company Subsidiaries or personal information that would expose the Company to the risk of liability; or (vi) cause a material breach of, or material default pursuant to, any binding agreement entered into by the Company or any Company Subsidiary; provided that in each case the Company shall inform Parent of the nature of the information being agreed thatwithheld, with respect to subclauses (a), (b) and (c), that the Parties shall use their its commercially reasonable best efforts to cause such information to be provided in a manner make alternative arrangements that would allow Parent (or its applicable Representative) access to such information. (b) For purposes of furthering the transactions contemplated by this Agreement and upon reasonable prior notice, Parent shall afford the Company and its Representatives reasonable access, during normal business hours throughout the period prior to the First Effective Time, to Parent’s and the Parent Subsidiaries’ personnel, properties, Contracts, filings with Governmental Entities and books and records and, during such period, Parent shall furnish promptly to the Company all available information concerning its business as the Company may reasonably request; provided, however, that Parent shall not be required to permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of Parent would: (i) violate any obligation of Parent with respect to confidentiality or privacy; (ii) in light of COVID-19 or COVID-19 Measures, jeopardizes the health and safety of any officer or employee of Parent or any of the Parent Subsidiaries; (iii) jeopardize protections afforded Parent under the attorney-client privilege, the attorney work product doctrine or similar legal privilege or protection; (iv) violate any Legal Requirement; (v) result in such jeopardy the disclosure of any trade secrets of any third parties, competitively sensitive information, information concerning the valuation of Parent or contravention)any of the Parent Subsidiaries or personal information that would expose Parent to the risk of liability; or (evi) materially interfere with cause a material breach of, or material default pursuant to, any binding agreement entered into by Parent or any Parent Subsidiary; provided that in each case Parent shall inform the conduct Company of the Acquired Companies’ business. All nature of the information obtained by Parent being withheld, and shall use its representatives commercially reasonable best efforts to make alternative arrangements that would allow the Company (or its applicable Representatives) access to such information. (c) To the extent that any of the information or material furnished pursuant to this Section 6.4 Agreement may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege, the parties hereto understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or any other applicable privilege. All such information that is entitled to protection under the attorney-client privilege, work product doctrine or any other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. (d) In no event shall the work papers of any of the parties hereto and their respective Subsidiaries’ independent accountants and auditors be accessible to any other party hereto or any of its Representatives unless and until such accountants and auditors have provided a consent related thereto in form and substance reasonably acceptable to such auditors or independent accountants. (e) All information provided by the Company or Parent or their respective Representatives shall be treated as “Evaluation Material” of the Acquired Companies for purposes of held in confidence in accordance with the Confidentiality Agreement. . (f) No exchange of information or investigation pursuant to this Section 6.4 by Parent or its Representatives shall affect or be deemed to affect, modify any representation or warranty in this Agreement of any party hereto or otherwise limit or affect waive the remedies available to Parent. All requests for access pursuant to this Section 6.4 must be directed to the General Counsel representations and warranties of the Company set forth in this Agreement. No exchange of information or another Person designated in writing investigation by the Company. Notwithstanding anything herein Company or its Representatives shall affect or be deemed to affect, modify or waive the contrary, representations and warranties of Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company set forth in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingAgreement.

Access. Upon reasonable advance written notice, the Company shall Seller will (and shall cause its Subsidiaries toa) afford Parent’s representatives reasonable access, during normal ordinary business hours throughout 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 period prior 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 Effective TimePurchased Assets as Buyer may from time to time reasonably request, (c) make available copies of all insurance policies covering the Purchased Assets and the Assumed Liabilities, (d) make available to the Acquired Companies’ employeesBuyer a copy of each material report, customersschedule or other document (to the extent accessible to Seller without undue effort) filed or received by the Seller since November, vendors, partners, properties, books, records 1996 with respect to the Purchased Assets with any Governmental Authority having jurisdiction over the Purchased Assets and contracts and, during such period, (e) otherwise reasonably cooperate in the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all available information concerning its business as Parent may reasonably requestexamination or audit of the Business by Buyer; provided, however, that (i) any such inspection shall be -------- -------- conducted in such a manner as to not interfere unreasonably with the Acquired Companies operation of the Purchased Assets, (ii) neither the Seller nor the Company shall be required to take any action that would constitute a waiver of the attorney- client privilege, (iii) neither the Seller nor the Company need supply the Buyer with any information that the Seller is legally prohibited from supplying and (iv) with respect to customer data, Buyer's employees may only review customer data information at the premises of the Business and in the presence of representatives of Seller and Buyer shall not make copies of such information. Without Seller's prior written consent, Buyer shall not be required entitled or permitted (i) to permit perform or cause to be performed any inspection invasive actions or other accessany drilling, or (ii) to disclose initiate any informationinquiry or request (including any inquiry or request relating to any zoning variance, that in the reasonable judgment of the Company could: (azoning change or conditional use permit) result in the disclosure of directed at any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies governmental official with respect to confidentialitythe Real Property; provided, 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)however, that the Parties nothing in this clause shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its 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 prevent Buyer from inspecting or reviewing any representation or warranty in this Agreement all records of any party hereto federal, state, or otherwise limit local governmental authority. Buyer shall immediately repair any and all damage resulting from the acts or affect the remedies available to Parent. All requests for access pursuant to this Section 6.4 must be directed omissions of Buyer or Buyer's agents, employees, contractors, representatives or subcontractors relating to the General Counsel whole or any part of the Company or another Person designated Real Property. Buyer shall indemnify, defend and hold Seller harmless from and against any and all claims and liens arising out of the respective activities of Buyer and its authorized representatives in writing by and about the Company. Notwithstanding anything herein Real Property prior to the contrary, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer Closing or supplier earlier termination of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingAgreement.

Access. Upon (a) Each Seller shall permit the representatives of the Buyer listed on Schedule 4.3 to this Agreement to have access (at reasonable advance times, on reasonable prior written notice, notice and in a manner so as not to interfere with the Company shall (and shall cause its Subsidiaries to) afford Parent’s representatives reasonable access, during normal business hours throughout operations of the period prior Business) to the Effective Time, to the Acquired Companies’ employees, customers, vendors, partnerspremises, properties, booksfinancial and accounting records, contracts, and other records and contracts anddocuments, during such periodof or pertaining to the Business. Notwithstanding the foregoing, none of the Company Sellers shall be obligated (and shall cause its Subsidiaries toi) 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 access, or to disclose provide any information, that in documents or access to any person unless the reasonable judgment Buyer is responsible, pursuant to the terms of the Company could: confidentiality letter agreement dated June 27, 2011 between the Buyer and the Parent (a) result in the “Confidentiality Agreement”), for the use and disclosure of any trade secrets of Third Parties; information obtained by such person from any Seller, or such person enters into a confidentiality agreement with the Parent on terms that are substantially the same as those set forth in the Confidentiality Agreement or (bii) to provide any information, documents or access that would (A) violate the provisions of any obligation applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement to which it is a party or (B) cause the loss of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege with respect thereto. Prior to the Closing, the Buyer and its representatives shall not contact or communicate with the employees, customers and suppliers of any Seller or the attorney work product doctrine; (d) violate any Law (it being agreed thatBusiness Subsidiary in connection with the transactions contemplated by this Agreement, except with respect to subclauses (a), the prior written consent of the applicable Seller. (b) The Buyer and (c), the Sellers acknowledge and agree that the Parties shall use their reasonable best efforts Confidentiality Agreement remains in full force and effect and that information provided by any Seller or any of such Seller’s Affiliates to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its representatives Buyer pursuant to this Section 6.4 Agreement prior to the Closing shall be treated as “Evaluation Material” of the Acquired Companies for purposes of in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty in If 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 is terminated prior to the General Counsel Closing, the Confidentiality Agreement shall remain in full force and effect in accordance with its terms. If the Closing occurs, the Confidentiality Agreement, insofar as it covers information relating exclusively or primarily to the Business, shall terminate effective as of the Company or another Person designated Closing, but shall remain in writing by the Company. effect insofar as it covers other information disclosed thereunder. (c) Notwithstanding anything herein any provision of this Agreement to the contrary, Parent the Buyer and Acquisition Sub its representatives shall not, and shall cause their respective representatives not to, contact have any customer access at any time prior to the Closing to any information regarding pending or supplier proposed bids for new contracts or subcontracts or any related information where the Buyer or an Affiliate of the Company in connection with the Merger Buyer also has submitted or any of the other transactions contemplated by this Agreement without the Company’s prior consent (intends to submit a bid for such consent not to be unreasonably withheld, conditioned contract or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingsubcontract.

Access. Upon reasonable advance written notice(a) Between the date of this Agreement and the Closing Date, the Company Seller shall (provide Purchaser and shall cause its Subsidiaries to) afford Parent’s authorized representatives reasonable access, upon reasonable notice and during normal business hours throughout the period prior hours, to copies of Seller's confidential, proprietary and non-public information ("Confidential Information") including without limitation Seller's books, records, contracts, documents, Loan files, and other information of or relating to the Effective Time, Branch Offices except the Confidential Information that Seller is by law not permitted to the Acquired Companies’ employeesdisclose. (b) Purchaser's investigations shall be conducted in a manner which does not unreasonably interfere with Seller's normal operations, customers, vendors, partners, properties, books, records and contracts and, during such period, the Company employee relations. Seller and its employees shall (cooperate with and shall cause its Subsidiaries to) furnish promptly assist Purchaser 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 access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; perform said investigations. (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct All of the Acquired Companies’ business. All information obtained by Parent and its representatives pursuant to this Section 6.4 Seller's Confidential Information shall be treated as “Evaluation Material” and remain the sole property of Seller. If 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without do not occur, Purchaser and its representatives shall return to Seller, or destroy, all of Seller's Confidential Information, and all documents, notes, summaries and other materials that contain, refer to, or are derived from such Confidential Information; Purchaser shall certify to the Company’s return or destruction of such Confidential Information. (d) Purchaser shall keep confidential and not disclose any of Seller's Confidential Information that is not acquired by Purchaser. Purchaser shall not directly or indirectly use Seller's Confidential Information for any purpose other than the consummation of this Agreement. (e) Purchaser's obligations to keep confidential and to not disclose Seller's Confidential Information shall not apply to any information which was (i) in Purchaser's possession prior to its disclosure by Seller, (ii) generally known to the public, (iii) rightfully disclosed to Purchaser by a third party or (iv) disclosed pursuant to a securities filing or requirement of law following at least 30 days prior written notice to Seller. (f) Upon receipt of all of the Requisite Regulatory Approvals other than the expiration of any statutory waiting period relating thereto, and upon notice to Seller of a proposed Closing Date, Purchaser may communicate with, and deliver information, brochures, bulletins, press releases, and other communications to, depositors, Loan borrowers and other customers of the Branch Offices concerning (i) the transactions contemplated by this Agreement and (ii) the business and operations of Purchaser. The communications described hereinabove must be made with Seller's prior written consent (such which consent shall not to be unreasonably withheld) and shall be made at Purchaser's sole cost and expense. Seller, conditioned or delayed)if so requested by Purchaser, shall on behalf and at the sole cost and expense of Purchaser, furnish information and communications to depositors, Loan borrowers, and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative other customers of the Company participatingBranch Offices in a commercially reasonable manner. (g) Except as may be required in connection with the obtaining of the Requisite Regulatory Approvals, Purchaser shall not disclose to any person, including to employees of the Branch Offices, the possible closing of any of the Branch Offices prior to the Closing Date.

Access. Upon reasonable advance written notice(a) From and after the date hereof and up to and including the Closing Date (or earlier termination of this Agreement) but subject to applicable laws, the Company other provisions of this Section 10.1 and obtaining any required consents of Third Parties, including Third Party operators of the Assets (with respect to which consents Seller shall use commercially reasonable efforts to obtain), Seller shall afford to Buyer and its officers, employees, agents, accountants, attorneys, investment bankers and other authorized representatives (and shall cause its Subsidiaries to“Buyer’s Representatives”) afford Parent’s representatives reasonable full access, during normal business hours throughout the period prior to the Effective Timeand upon reasonable notice, to the Acquired CompaniesAssets and all Records and other documents in Seller’s or any their respective Affiliates’ employeespossession relating primarily to the Assets. Seller shall also make available to Buyer and Buyer’s Representatives, customersupon reasonable notice during normal business hours, vendorsSeller’s personnel knowledgeable with respect to the Assets in order that Buyer may make such diligence investigation as Buyer considers necessary or appropriate. All investigations and due diligence conducted by Buyer or any Buyer’s Representative shall be conducted at Buyer’s sole cost, partners, properties, books, records risk and contracts and, during such period, the Company 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 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 access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; judgment. (b) violate any obligation of the Acquired Companies Buyer shall be entitled to conduct a non-invasive environmental site assessment with respect to confidentiality, non-disclosure the Assets. Seller or privacy; (c) jeopardize protections afforded its designee shall have the Company under right to accompany Buyer and Buyer’s Representatives whenever they are on site on the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its 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 CompanyAssets. Notwithstanding anything herein to the contrary, Parent and Acquisition Sub Buyer shall notnot have access to, and shall cause their respective representatives not tobe permitted to conduct any environmental due diligence with respect to any Assets where Seller does not have the authority to grant access for such due diligence; provided, contact however, Seller shall use its commercially reasonable efforts to obtain permission from any customer or supplier Third Party operator to allow Buyer and Buyer’s Representatives such access, it being understood by Buyer that the execution by Buyer of a customary boarding agreement may be a condition of such access. (c) Buyer shall coordinate its environmental site assessments and physical inspections of the Company Assets with Seller to minimize any inconvenience to or interruption of the conduct of business by Seller. Buyer shall abide by Seller’s, and any Third Party operator’s, safety rules, regulations and operating policies while conducting its due diligence evaluation of the Assets including any environmental or other inspection or assessment of the Assets. Buyer hereby agrees to defend, indemnify and hold harmless each of the Third Party operators and owners of the Assets and Seller Indemnified Parties from and against any and all Liabilities arising out of, resulting from or relating to any field visit, environmental property assessment, or other due diligence activity conducted by Buyer or any Buyer’s Representative with respect to the Assets, even if such Liabilities arise out of or result from, solely or in part, the sole, active, passive, concurrent or comparative negligence, strict liability or other fault or violation of Law of or by any such Third Party operator or owner or Seller Indemnified Party, excepting only Liabilities actually resulting on the account of the gross negligence or willful misconduct of such person. (d) Upon Seller’s request, Buyer agrees to provide Seller promptly, but not later than the Environmental Claim Date, copies of all reports, test results, and other documentation and data prepared or compiled by Buyer and/or any of Buyer’s Representatives and which contain information collected or generated from Buyer’s due diligence with respect to the Assets. Seller shall not be deemed by its receipt of said documents or otherwise to have made any representation or warranty, expressed, implied or statutory, as to the condition to the Assets or to the accuracy of said documents or the information contained therein. (e) Upon completion of Buyer’s due diligence, Buyer shall at its sole cost and expense and without any cost or expense to Seller or its Affiliates, (i) repair all damage done to the Assets in connection with Buyer’s due diligence in accordance with recognized industry standards or requirements of Third Party operators, (ii) restore the Merger Assets to the approximate same or better condition than existed prior to commencement of Buyer’s due diligence, to the full extent of any damage related to Buyer’s due diligence, and (iii) remove all equipment, tools or other property brought onto the Assets in connection with Buyer’s due diligence. Any disturbance to the Assets (including, without limitation, any real property, platform or other fixtures associated with such Assets) resulting from Buyer’s due diligence will be promptly corrected by Buyer. (f) During all periods that Buyer, and/or any of Buyer’s Representatives are on the other transactions contemplated Assets, Buyer shall maintain, at its sole expense and with insurers reasonably satisfactory to Seller, policies of insurance of the types and in the amounts reasonably requested by this Agreement without the Company’s prior consent (such consent not Seller. Coverage under all insurance required to be unreasonably withheldcarried by Buyer hereunder will (i) be primary insurance, conditioned or delayed)(ii) list Seller Indemnified Parties as additional insureds, (iii) waive subrogation against Seller Indemnified Parties, (iv) be maintained for three years following Buyer’s and/or Buyer’s Representatives due diligence activities, and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative (v) provide for 30 days’ prior notice to Seller in the event of cancellation or modification of the Company participatingpolicy or reduction in coverage. Upon request by Seller, Buyer shall provide evidence of such insurance to Seller prior to entering upon the Assets.

Access. Upon reasonable advance written notice(a) Subject to compliance with applicable Laws, the Company shall (i) provide to Parent and shall cause to its Subsidiaries toofficers, employees, accountants, consultants, legal counsel, financial advisors and agents, lenders and other representatives (collectively, “Parent Representatives”) afford Parent’s representatives reasonable access, access during normal business hours hours, throughout the period prior to the earlier of the Effective TimeTime and the Termination Date, to the Acquired CompaniesCompany’s and its Subsidiaries’ properties, contracts, commitments, books and records and (ii) furnish to Parent and its Parent Representatives such financial and operating data and other information as such Parent Representatives may reasonably request (including, but not limited to, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results) and (iii) instruct the employees, customerscounsel, vendorsfinancial advisors, partners, properties, books, records auditors and contracts and, during such periodother authorized representatives (other than directors who are not employees) of the Company and its Subsidiaries to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. The foregoing notwithstanding, the Company shall (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 access, or to disclose any information, that in afford such access if it would unreasonably disrupt the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its 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 operations of the Company or another Person designated any of its Subsidiaries, would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party, would cause a risk of a loss of privilege or trade secret protection to the Company or any of its Subsidiaries or would constitute a violation of any applicable Law, nor shall Parent or any of its Parent Representatives be permitted to perform any onsite procedure with respect to any property of the Company or any of its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its Parent Representatives in writing by connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be Evaluation Material, as such term is used in, and shall be treated in accordance with, the amended and restated confidentiality agreement, dated as of October 11, 2006, between the Company. Notwithstanding anything herein to the contrary, Parent and Acquisition Merger Sub (the “Confidentiality Agreement”); provided, that Parent shall not, and shall cause their respective representatives not to, contact any customer be entitled to share such Evaluation Material with prospective co-investors or supplier limited partners of the Company 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 connection writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements in identical or substantially identical form with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

Access. Upon (a) Between the date of this Agreement and the Core Portfolio Closing Date, HUD Portfolio Closing Date or the Casablanca Option Closing Date, as applicable, Sellers will, and will cause each Acquired Company to, afford to the authorized representatives and agents of the Buyer free and reasonable advance written noticeaccess 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 shall (to, make reasonably available for conference any of their respective officers and shall 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 its Subsidiaries to) afford Parent’s representatives reasonable access, during normal business hours throughout the period prior to the Effective Timebe supplied, to the Acquired Companies’ employees, customers, vendors, partners, properties, books, records and contracts and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent Buyer all available other information concerning its business as Parent may reasonably request; provided, however, that the Buyer deems necessary to review the Acquired Companies 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 required to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ businessunreasonably withheld. All information obtained by Parent 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 Any access pursuant to this Section 6.4 must 6.2(a) shall be directed subject to the General Counsel terms of the Company or another Person designated 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 writing this Section 6.2 in such a manner as to cause as little disruption to the business conducted at the Acquired Properties as possible, and the Buyer will indemnify, defend and save the Sellers harmless from any Damages incurred by the Company. Notwithstanding anything herein Sellers to the contraryextent such Damages are caused by Buyer’s or its employees, Parent contractors or representatives in the performance of such inspections, examinations, surveys, analyses, tests, drawings, investigations, surveys, reviews and Acquisition Sub interviews, except that in no event shall not, and shall cause their respective representatives not to, contact Buyer be liable for any customer or supplier Damages based solely on its discovery of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingpre-existing conditions.

Access. Upon reasonable advance written noticeFor so long as OEP owns at least 10% of the issued and outstanding Common Shares on a Fully Diluted Basis, the Company shall (and Executive Shareholders shall cause the Company and its Subsidiaries to) to afford Parent’s to OEP and its employees and other authorized representatives reasonable accessof OEP (the “Representatives”), during normal business hours throughout the period prior to the Effective Timehours, access, upon reasonable advance notice, to all of the Acquired Companies’ employees, customers, vendors, partners, properties, 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 access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its 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 properties of the Company or another Person designated its Subsidiaries, as applicable, and to make copies of such records. Each of the Executive Shareholders shall also cause the Company and its Subsidiaries to cause employees, members of management and advisors to the Company and its Subsidiaries to provide, as requested by OEP or its Representatives, any and all information relating to the Company, its Subsidiaries and their respective operations. Each of the Executive Shareholders shall cause the Company and its Subsidiaries to instruct its accounting firm and auditor to discuss such aspects of the financial condition of the Company or its Subsidiaries, as applicable, with OEP and the Representatives as they may reasonably request, and to consent to OEP and the Representatives inspecting, copying and making extracts from such financial statements, analyses, work papers and other documents and information (including electronically stored documents and information) prepared with respect to the Company or its Subsidiaries, as applicable, as OEP or its Representatives may reasonably request, subject only to OEP executing access in writing form and substance satisfactory to such accounting firm or auditor (in their sole discretion). All cost and expenses incurred by OEP and the Representatives in connection with exercising the right of access set forth in this paragraph shall be borne by OEP, and all out-of-pocket costs and expenses incurred by the Company or its Subsidiaries, or their employees, members of management or advisors (including accounting firms and auditors), as applicable, in complying with any requests by OEP and the Representatives in connection with exercising such access rights shall be borne by the Company. Notwithstanding anything herein to the contrary, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier For so long as OEP owns at least 10% of the Company issued and outstanding Common Shares on a Fully Diluted Basis, in connection with addition to any vote required by the Merger Articles of Incorporation or any By-laws of the other transactions contemplated Company, or by this Agreement without applicable law, so long as the Company’s prior consent (such consent not Board of Directors includes at least one OEP Director, each of the Executive Shareholders agrees to cause the matters set forth below to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative carried out only after the approval of the Company participating.Board of Directors, which approval must include the affirmative vote of at least one OEP Director:

Access. Upon reasonable advance written notice(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 Company, to its and its Subsidiaries’ officers, employees, properties, contracts, commitments, books and records and any report, schedule or other document filed or received by 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) afford Parent’s representatives reasonable received from the FDA or similar Governmental Authority promptly after receipt of such communication. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the Chief Executive Officer of the Company or a designee thereof. (b) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor its Subsidiaries nor their respective Representatives shall be required to provide any access, during normal business hours throughout or make available any document, correspondence or information, if doing so would, in the period prior reasonable judgment of the Company’s outside legal counsel, (i) jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Effective TimeCompany or any of its Subsidiaries or the assets, to or operation of the Acquired Companies’ employeesbusiness, customers, vendors, partners, properties, books, records and contracts and, during such period, of the Company shall (and shall cause or any of its Subsidiaries toor (B) furnish promptly Material Company Contract to Parent all available information concerning which the Company or any of its business as Parent may reasonably requestSubsidiaries is party or by which any of their assets or properties are bound; provided, however, that in such instances the Acquired Companies Company shall not be required inform Parent of the general nature of the information being withheld and the basis for withholding and, upon Parent’s request, reasonably cooperate with Parent to permit any inspection or other access, or to disclose any provide such information, that in the reasonable judgment of the Company could: (a) result whole or in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentialitypart, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct any of the Acquired Companies’ business. All information obtained outcomes described in the foregoing clauses (i) and (ii), including using commercially reasonable efforts to seek consent from the applicable third party to any such Material Company Contract under which disclosure is prohibited. (c) No investigation by Parent and or 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 Representatives shall affect or be deemed to modify any representation or warranty in this Agreement of any party hereto or otherwise limit or affect waive the remedies available to Parent. All requests for access pursuant to this Section 6.4 must be directed to the General Counsel representations and warranties of the Company set forth in this Agreement. (d) The Parties hereby agree that all information provided to them or another Person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company Representatives in connection with this Agreement and the Merger or any consummation of the other transactions contemplated by this Agreement without Transactions shall be governed in accordance with the Company’s prior consent Confidentiality Agreement, dated as of May 8, 2014, between the Company and Parent (such consent not to be unreasonably withheld, conditioned or delayedthe “Confidentiality Agreement”), which shall continue in full force and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and effect in accordance with a representative of the Company participatingits terms.

Access. Upon From the date of this Agreement until the Closing Date, Seller shall afford to Purchaser and the Purchaser's officers, directors, employees, representatives, and agents (including investment bankers, attorneys, and accountants) (collectively, "Representatives") reasonable advance written notice, the Company shall access (and shall cause its Subsidiaries to) afford Parent’s representatives reasonable access, during normal business hours throughout the period prior hours) to the Effective Timeall of Seller's, to the Acquired Companies’ employees, customers, vendors, partners, propertiesand Seller's Subsidiaries', books, records records, files, documents, and contracts Company Agreements relating to the Business and, during such period, the Company Seller and each of Seller's Subsidiaries shall (and shall cause its Subsidiaries to) furnish promptly to Parent Purchaser such other information including copies of books, records, files, documents, and Seller Agreements, concerning the Business and all available information concerning its business related properties and personnel as Parent Purchaser may reasonably request; provided, howeverthat Purchaser and Purchaser's Representatives will conduct all such inspections in a reasonable manner. Seller and Seller' Subsidiaries shall provide Purchaser and Purchaser's Representatives with reasonable access during normal business hours to Seller's officers and senior operating personnel (collectively, that the "Business Executives") and such Business Executives shall reasonably cooperate with Purchaser and Purchaser's Representatives and provide Purchaser and Purchaser's Representatives with such information regarding the Business, the Acquired Companies Assets, and the Assumed Liabilities as may be reasonably requested. Seller shall not be required in addition use its reasonable efforts to permit any inspection or other accessprovide Purchaser and Purchaser's Representatives with access to the Representatives, or commercial bankers, actuaries, trustees, outside Plan administrators, and consultants of Seller and Seller's Subsidiaries and to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable its best efforts to cause such Representatives, commercial bankers, actuaries, trustees, outside Plan administrators and consultants to provide Purchaser and Purchaser's Representatives with such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with regarding the conduct of Business, the Acquired Companies’ business. All information obtained by Parent 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, Parent and Acquisition Sub shall notAssets, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to Assumed Liabilities as may be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingreasonably requested.

Access. Upon reasonable (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, the Company shall (and shall cause its Subsidiaries to) afford Parent’s representatives reasonable access, access during normal business hours hours, throughout the period prior to the earlier of the Effective TimeTime and the Termination Date, to the Acquired Companiesits and its Subsidiaries’ employees, customers, vendors, partners, personnel and properties, bookscontracts, commitments, books and records and contracts andany report, during schedule or other document filed or received by it pursuant to the requirements of applicable Laws and with such periodadditional existing accounting, financing, operating, environmental and other data and information regarding the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all available information concerning its business Subsidiaries, as Parent may reasonably request; provided. Notwithstanding the foregoing, however, that the Acquired Companies Company Parties shall not be required to permit any inspection or other access, or to disclose any information, that in afford such access if it would unreasonably disrupt the reasonable judgment operations of the Company could: (a) result in the disclosure or any of its Subsidiaries, would cause a violation of any trade secrets agreement to which the Company or any of Third Parties; its Subsidiaries is a party, would cause a risk of a loss of privilege to the Company or any of its Subsidiaries or would constitute a violation of any applicable Law. No Parent Party, nor any of its officers, employees or other Representatives, shall be permitted to perform any onsite procedures (bincluding an onsite study, any Phase II environmental site assessment or other invasive or subsurface testing, sampling, monitoring or analysis) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded any property of the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired CompaniesCompany’s Subsidiaries without the Company’s prior written consent. Parent shall, and does hereby agree to, indemnify, defend and hold the Company and its Subsidiaries and their respective Representatives harmless from and against any and all actual loss arising out of Parent’s or its Representatives’ businessactions taken in or on the Company’s or any of its Subsidiaries’ properties. All Parent agrees that it will not, and will cause its Representatives not to, use any information obtained by Parent and its representatives pursuant to this Section 6.4 shall be treated as “Evaluation Material” 5.3(a) for any purpose unrelated to the consummation of the Acquired Companies for purposes of the Confidentiality transactions contemplated by this Agreement. No information or knowledge obtained by Parent in any investigation pursuant to this Section 6.4 5.3(a) 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 made by the Company hereunder. (b) The Parties hereby agree that all information provided to them or another Person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Acquisition Sub shall not, and shall cause their respective representatives not toofficers, contact any customer directors, employees or supplier of the Company other Representatives in connection with this Agreement and the Merger or any consummation of the other transactions contemplated by this Agreement without hereby shall be governed in accordance with the Company’s prior consent (such consent not to be unreasonably withheldMutual Confidentiality Agreement, conditioned or delayed)dated as of May 12, 2025, between the Company and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of (the Company participating“Confidentiality Agreement”).

Access. Upon reasonable advance written notice, (a) Each Seller shall afford to Buyer and its authorized representatives from the Company shall (and shall cause its Subsidiaries to) afford Parent’s representatives reasonable accessExecution Date until the Closing Date, during normal business hours throughout the period prior hours, reasonable access to the Effective Time, Assets (subject to the Acquired Companies’ employeesterms, customersconditions and restrictions of agreements related to Assets to which such Seller is a party and the consent of the operator, vendorsas applicable) and to such Seller’s title, partnersSurface Leases, propertiesContracts, environmental and legal materials, books, records, statements and operating data and other information relating to the Assets, together with the opportunity to make copies of such materials, books, records and contracts andother documents and information at Buyer’s expense, during and will furnish to Buyer such period, other information in Sellers’ possession with respect to the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all available information concerning its business Assets as Parent Buyer may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause all such information to shall be provided held in a manner that would not result confidence by Buyer in such jeopardy or contravention); or (e) materially interfere accordance with the conduct of the Acquired Companies’ business. All information obtained by Parent and its representatives pursuant to this Section 6.4 shall be treated as “Evaluation Material” of the Acquired Companies for purposes terms of the Confidentiality Agreement. No investigation pursuant ; provided, further, that in no event shall Sellers be obligated to this Section 6.4 shall affect provide (i) access or be deemed to modify information in violation of Applicable Law, (ii) any representation or warranty in this Agreement information the disclosure of which would cause the loss of any party hereto or otherwise limit or affect the remedies legal privilege available to Parent. All requests for access pursuant any Seller relating to this Section 6.4 must be directed such information or would cause any Seller to breach a confidentiality obligation to which it is bound; provided that the General Counsel applicable Seller has used its reasonable efforts to protect the privilege or to obtain a waiver of the Company applicable contractual obligation, or another Person designated in writing by the Company. Notwithstanding anything herein to the contrary(iii) copies of bids, Parent and Acquisition Sub shall notletters of intent, and shall cause their respective representatives not to, contact any customer expressions of interest or supplier of the Company other proposals received from other Persons in connection with the Merger or any of the other transactions contemplated by this Agreement without or information and analyses relating to such communications, except to the Company’s prior consent extent required in the Bid Procedures Order. (such consent not to be unreasonably withheldb) [Reserved]. (c) [Reserved]. (d) BUYER SHALL PROTECT, conditioned or delayedDEFEND, 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 Parent and Acquisition Sub acknowledge and agree 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 contact Third Party operator may impose, on contractors authorized to perform work on any Asset owned or operated by Sellers (or any such Third Party operator, as applicable). (e) From and after the Closing, Buyer shall afford to each third party acquiror (and their respective Representatives) of Excluded Assets pursuant to a definitive agreement that is approved by the Bankruptcy Court (each, an “Excluded Asset PSA”), reasonable access to 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 arranged by and with a representative at the sole cost of the Company participatingapplicable third party acquiror. Each such third party acquiror shall be a third party beneficiary of this Section 5.03(e). Sellers shall require each Excluded Asset PSA to include a covenant substantially similar to this Section 5.03(e) for the benefit of Buyer. From and after the Closing, each Seller shall afford Buyer and its Representatives access, during normal business hours, to all properties of Sellers and Sellers’ Affiliates subject to surface leases, licenses, subleases, rental or occupancy agreements, concessions and other agreements (written or oral) constituting Excluded Assets hereunder that are not conveyed to a third party acquiror pursuant to an Excluded Asset PSA for the purpose of allowing Buyer to inspect and remove any Assets located on such properties.

Access. Upon (a) Between the date of this Option Agreement and the Closing Date, Sellers will, and will cause each Casablanca Subsidiary to, afford to the authorized representatives and agents of the Buyer free and reasonable advance written noticeaccess to and the right to inspect the assets, properties, 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 Company shall (Buyer such additional financial and shall 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 Casablanca Subsidiary. Sellers will, and will cause its Subsidiaries each Casablanca Subsidiary to) afford Parent’s representatives reasonable access, during normal 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 hours throughout conducted at any Casablanca Property as reasonably requested by the period prior Buyer and will supply, or cause to the Effective Timebe supplied, to the Acquired CompaniesBuyer 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 not be unreasonably withheld. Any access pursuant to this Section 6.2(a) shall be subject to the terms of the applicable Property Lease. (b) The Buyer will cooperate with Sellers to conduct the inspections, examinations, surveys, tests, drawings, investigations, analyses, surveys, reviews and interviews contemplated in this Section 6.2 in such a manner as to cause as little disruption to the business conducted at the Casablanca Properties as possible, and the Buyer will indemnify, defend and save the Sellers harmless from any Damages incurred by the Sellers to the extent such Damages are caused by Buyer’s or its employees’, contractors’ employeesor representatives’ negligence in the performance of such inspections, customersexaminations, vendorssurveys, partnersanalyses, propertiestests, booksdrawings, records investigations, surveys, reviews 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 requestinterviews; provided, however, that in no event shall the Acquired Companies shall not Buyer be required to permit liable for any inspection or other access, or to disclose any information, that in the reasonable judgment Damages based solely on its discovery of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, nonpre-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingexisting conditions.

Access. Upon Subject to applicable Law, during the Interim Period, Sellers (a) shall give Buyer and its Representatives reasonable advance written notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s representatives reasonable access, access during normal business hours throughout the period prior to the Effective Time, to the Acquired Companies’ employees, customers, vendors, partnersoffices, properties, booksofficers, employees, accountants, auditors, counsel and other representatives, books and 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 access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a)Sellers, (b) shall furnish to Buyer and its Representatives such financial, operating and property data related to the Acquired Assets and other information as Buyer and its Representatives reasonably request, and (c)) shall cooperate reasonably with Buyer in its investigation of the Business. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Sellers hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property shall be conducted in the Parties presence of Sellers or their Representatives. All inspections shall use their reasonable best efforts be conducted so as not to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere unreasonably with the conduct use of the Acquired CompaniesReal Property by Sellers. Buyer agrees to indemnify and hold Sellers and their Affiliates and their respective Representatives harmless of and from all actions, suits, claims, investigations, fines, judgments, damages, losses, deficiencies, liabilities, costs and expenses (including attorneys’ businessfees and expenses) that arise out of or relate to physical injuries arising from Buyer’s inspection of the Acquired Assets (other than to the extent any of the foregoing results from the gross negligence or the willful misconduct of the Person seeking such indemnification), and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify shall survive Closing or any termination of this Agreement. All information obtained by Parent and its representatives pursuant to this Section 6.4 shall be treated as “Evaluation Material” of subject to the Acquired Companies for purposes terms and conditions 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

Access. Upon reasonable advance written noticeprior notice to Seller, the Company Purchaser and its agents, employees, consultants, lenders and representatives shall (and shall cause its Subsidiaries to) afford Parent’s representatives have reasonable access, during normal business hours throughout the period prior access to the Effective TimeProperty and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveys, to the Acquired Companies’ employeesappraisals, customersarchitectural, vendorsengineering, partnersstructural, propertiesmechanical, booksgeotechnical and environmental inspections and tests, records and contracts andany other inspections, during such periodstudies, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all available information concerning its business as Parent may or tests reasonably requestrequired by Purchaser; provided, however, that the Acquired Companies Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent shall not be required unreasonably withheld) and Seller shall have the right to permit accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other accessmaterials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (2) days prior notice to Seller. In the course of its investigations, Purchaser may make inquiries concerning the Real Property to third parties, including, without limitation, representatives, contractors, parties to Service Contracts and municipal, local and other government officials and representatives in accordance with the terms of this Agreement, and Seller consents to such inquiries. Purchaser hereby indemnifies, protects, defends (with counsel reasonably acceptable to Seller) and holds Seller and the Property free and harmless from and against any and all costs, losses, liabilities, damages, lawsuits, judgments, actions, proceedings, penalties, demands, attorneys’ fees, mechanic’s liens, or expenses of any kind or nature whatsoever (“Claims”), to disclose the extent caused by any informationentry 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 in were present before Purchaser entered the reasonable judgment of Property, except to the Company could: extent that Purchaser’s activities (a) result are unreasonable in the disclosure of any trade secrets of Third Parties; (b) violate any obligation context of the Acquired Companies with respect information provided to confidentialityPurchaser, 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 thatreasonably evident to Purchaser, with respect to subclauses (a)such existing condition, and (b) and (c), that exacerbate such existing conditions. The foregoing indemnity obligations shall survive the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct termination of the Acquired Companies’ business. All information obtained by Parent 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 and 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingClosing.

Access. Upon reasonable advance written noticeSubject to applicable Law, the Company shall (shall, and shall cause the other Acquired Companies and their respective Representatives to afford Parent and its Subsidiaries to) afford Parent’s representatives Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to the Acquired Companies’ employees, customers, vendors, partners, its properties, books, Contracts and records and contracts and, during such period, the Company shall (and shall cause its Subsidiaries the other Acquired Companies and their respective Representatives to) furnish promptly to Parent and its Representatives all available information concerning its business the Acquired Companies’ business, properties and personnel as Parent may reasonably request; be requested, provided that no investigation pursuant to this Section 7.6 shall affect or be deemed to modify any representation or warranty made by the Company, and provided, howeverfurther, that the Acquired Companies foregoing shall not be required require such party (a) to permit any inspection or other accessinspection, or to disclose any information, that in the reasonable judgment of the Company could: (a) Company, would result in the disclosure of any trade secrets of Third Parties; (b) third parties or violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ businessobligations with respect to confidentiality if the Company shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure or to seek reasonable alternative means for the sharing of such information or (b) to disclose any privileged information of such party or any of its Subsidiaries. All requests for information obtained by Parent and its representatives made pursuant to this Section 6.4 7.6 shall be treated as “Evaluation Material” directed to an executive officer of the Acquired Companies for purposes Company or such Person as may be designated by such executive officer, as the case may be. All such information shall be governed by the terms of the Confidentiality Agreement. 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 Prior to the General Counsel of Effective Time, the Company or another Person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Acquisition Sub shall notshall, and shall cause their respective representatives not the Representatives of each of the Acquired Companies to, contact any customer or supplier permit Parent’s officers and other Representatives to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company to discuss such matters as Parent may deem necessary or appropriate. Without limiting the generality of any of the foregoing, but subject to applicable United States and foreign antitrust and competition Laws, prior to the Effective Time, the Company shall promptly provide Parent with copies of: (a) all material operating and financial reports prepared by the Acquired Companies for the Company’s senior management, including: (i) copies of the unaudited monthly consolidated balance sheets of the Acquired Companies and the related unaudited monthly consolidated statements of operations, statements of stockholders’ equity and statements of cash flows; and (ii) copies of any marketing plans, development plans, write-off reports, hiring reports and capital expenditure reports prepared for the Company’s senior management; (b) any written materials or communications sent by or on behalf of the Company to its stockholders; (c) any material notice, document or other communication (other than any communication that relates solely to routine commercial transactions and that is of the type sent in the ordinary course of business) sent by or on behalf of any of the Acquired Companies to any party to any Company Contract that constitutes a Material Contract or sent to any of the Acquired Companies by any party to any Company Contract that constitutes a Material Contract; (d) any notice, report or other document filed with or sent to any Governmental Entity on behalf of any of the Acquired Companies in connection with the Merger or any of the other transactions contemplated Contemplated Transactions; and (e) any material notice, report or other document received by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingAcquired Companies from any Governmental Entity.

Access. (a) Upon reasonable advance written notice, and except as may otherwise be required by applicable Laws, the Company shall (and the Company shall cause its Subsidiaries to) afford Parent’s Buyer's officers, employees, counsel, accountants and other authorized representatives (including representatives of entities providing or arranging financing for the Buyer) ("Representatives") reasonable access, during normal business hours throughout the period prior to the Effective TimeClosing, to the Acquired Companies’ employees, customers, vendors, partners, their respective properties, books, Contracts and records and contracts that relate primarily to the Business, the Purchased Assets or the Assumed Liabilities and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent Buyer all available such information concerning and reasonable access to the Company's employees, in each case to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, as Buyer or its business as Parent Representatives may reasonably request; provided, however, provided that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its representatives pursuant to this Section 6.4 shall be treated as “Evaluation Material” of the Acquired Companies for purposes of the Confidentiality Agreement. No no investigation pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty made by the Company; provided, further, that the foregoing shall not require the Company to furnish Buyer with documents or information concerning its toothpaste/tooth polish or antiperspirant/deodorant businesses which the Company reasonably determines to have competitive significance; and provided, further, that the foregoing shall not require the Company to permit any inspection, or to disclose any information, which in this Agreement the reasonable judgment of the Company, would result in the disclosure of any trade secrets of third parties or violate any obligation of the Company with respect to confidentiality, provided that the Company shall have used commercially reasonable efforts to obtain the consent of such third party hereto to such inspection or otherwise limit or affect the remedies available to Parentdisclosure. All requests for access information made pursuant to this Section 6.4 must shall be directed to the General Counsel an executive officer of the Company or another such Person as may be designated in writing by any such officer. All such information shall be governed by the Company. Notwithstanding anything herein to terms of the contraryConfiden tiality Agreements. (b) Within 14 days following the date of this Agreement, Parent the Company and Acquisition Sub Buyer shall not, establish a Steering Committee comprised of at least one senior executive of Buyer and shall cause their respective representatives not to, contact any customer or supplier one senior executive of the Company in connection with (the Merger or any "Steering Committee"). During the period prior to the Closing, the Parties shall cause members of the other transactions contemplated by this Agreement without Steering Committee to discuss in good faith the development of reasonable plans, protocols and arrangements designed to facilitate (i) the rapid integration of the Company’s prior consent 's information technology systems immediately following the Closing and (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative ii) the separation of the Company's accounting records, inventories, receivables and bank accounts as between the Business and the Company's other businesses. The plans, protocols and arrangements with respect to information technology matters shall address, among other things, the installation by Buyer of hardware in the Company's facilities, the training of Company participatingemployees and means of facilitating Buyer's design of compatible information technology systems, the provision to Buyer by the Company of sample data files prior to the Closing and the transfer of data files to Buyer's system following the Closing. The Company will cooperate with Buyer and assist Buyer in effecting the actions and initiatives set forth in the plans, protocols and arrangements developed by the Steering Committee; provided, however, that this Section 8.2(b) and the plans, protocols and arrangements developed by the Steering Committee shall not require the Company to incur out-of-pocket expenses, require Company personnel to devote significant amounts of time to integration activities, require the Company to provide sales, production, operations or business data to Buyer, or require the Company to suffer a meaningful disruption of its operations.

Access. Upon You must allow the landlord (or anybody authorised by the landlord) to enter the property to inspect it or carry out repairs. The landlord must give you reasonable advance written noticenotice beforehand. Section 11 of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ considers 24 hours in writing reasonable notice for an inspection. Under Section 16 of the Housing ▇▇▇ ▇▇▇▇ the tenant must allow reasonable facilities for access to carry out repairs. If the tenant refuses to allow access the landlord may apply to the court for an order or otherwise wait until the end of the tenancy. If the landlord is unable to let the property due to the refusal to allow access the tenant may be liable for lost rent. You must allow the Police to search the property if they have a warrant. Afterwards you must tell the landlord. In this Part “anti-social behaviour” can be defined as: conduct that has caused, or is likely to cause, harassment, alarm or distress to any person, conduct capable of causing nuisance or annoyance to a person in relation to that person’s occupation of residential premises, or conduct capable of causing housing-related nuisance or annoyance to any person. You must make sure that you, those who live with you or visit you do not commit anti-social behaviour as defined above either at the property or within the local area. You must make sure that you, those who live with you or visit you do not harass, annoy or cause a nuisance or do anything likely to annoy or cause a nuisance to: Anybody, because of his or her race or ethnic background. Anybody who lives or works in the local area. Any of the landlord’s employees, the Company shall (landlord or people acting on behalf of the landlord. You must make sure that you are not convicted of, and shall that you make reasonable effort to ensure that your visitors or members of the family are not convicted of: - Using or allowing the use of the premises for immoral or illegal purposes. Any serious, or arrestable, offence committed in the local area. Using controlled drugs or other controlled substances. You must make sure that you, those people living with you or those people visiting you do not damage or try to damage any fixtures, fittings or furniture or cause its Subsidiaries to) afford Parent’s representatives reasonable access, during normal business hours throughout the period prior damage to the Effective Timeproperty itself. You must not remove or try to remove from the premises any furnishings, fixtures or fittings provided by the landlord. The tenant shall report all damage or repairs to the Acquired Companies’ employees, customers, vendors, partners, properties, books, records and contracts and, during such period, landlord at the Company shall (and shall cause earliest opportunity after its Subsidiaries to) furnish promptly discovery. The initial report may be made by telephone with a confirmation given in writing to Parent all available information concerning its business as Parent may reasonably the landlord or agent. A further report should be made within five days if no response has been received to the earlier request; provided, however, that the Acquired Companies shall . You must not be required to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner do anything that would not result in such jeopardy invalidate the buildings insurance policy or contravention); or (e) materially interfere with increase the conduct of the Acquired Companies’ business. All information obtained by Parent 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinginsurance premium.

Access. Upon reasonable advance written notice5.2.1 Subject to applicable Law, BHW and BHIL shall afford to INFO and its accountants, counsel, financial advisors and other representatives (the Company "INFO Representatives") and INFO shall afford to BHW and BHIL and its accountants, counsel, financial advisors and other representatives (and shall cause its Subsidiaries tothe "BHW Representatives") afford Parent’s representatives reasonable access, full access during normal business hours with reasonable notice throughout the period prior to the Effective Time, Closing Date to the Acquired Companies’ employees, customers, vendors, partners, all of their respective properties, books, contracts, commitments and records and contracts and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all available one another: (a) a copy of each report, schedule and other document filed with or received by any of them from the SEC in connection with the transactions contemplated by this Master Transaction Agreement, and (b) such other information concerning its business their respective businesses, properties and personnel as Parent INFO, BHIL or BHW, as the case may be, shall reasonably request, including all information necessary for either party to make any required filings with the SEC; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its representatives pursuant to this Section 6.4 shall be treated as “Evaluation Material” of the Acquired Companies for purposes of the Confidentiality Agreement. No no investigation pursuant to this Section 6.4 5.2 shall affect amend or be deemed to modify any representation representations or warranty warranties made herein or in the Related Agreements or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby and thereby. 5.2.2 INFO shall hold and shall use its reasonable commercial efforts to cause the INFO Representatives to hold, and BHW and BHIL shall hold and shall use its reasonable commercial efforts to cause BHW Representatives to hold, in strict confidence all non-public documents and information furnished to INFO or to BHW or BHIL, as the case may be, in connection with the transactions contemplated by this Master Transaction Agreement, except that: (a) INFO, BHIL and BHW may disclose such information as may be necessary in connection with seeking any required approvals or consents, and (b) each of INFO, BHIL and BHW may disclose any information that it is required by Law or judicial or administrative order to disclose. 5.2.3 Neither INFO nor BHW nor BHIL shall use or knowingly permit the use of such non-public information or other confidential or proprietary knowledge of the other party for any purpose other than in connection with the transactions contemplated hereby without the prior consent of the other parties hereto; provided, that any information that is otherwise publicly available, without breach of this provision, or has been obtained from a third party without a breach of such third party's duties, shall not be subject to this Section 5.2. 5.2.4 In the event that this Master Transaction Agreement of any is terminated in accordance with its terms, each party hereto or otherwise limit or affect shall promptly redeliver to the remedies available to Parent. All requests for access other all non-public written material provided pursuant to this Section 6.4 must 5.2 and shall not retain any copies, extracts or other reproductions in whole or in part of such written material. In such event, all documents, memoranda, notes and other writings prepared by INFO, BHIL or BHW based on the information in such material shall be directed destroyed (and INFO, BHIL and BHW shall use their respective reasonable commercial efforts to the General Counsel of the Company or another Person designated cause their advisors and representatives to similarly destroy their documents, memoranda and notes), and such destruction (and reasonable commercial efforts) shall be certified in writing by the Companyan authorized officer supervising such destruction. Notwithstanding anything herein to the contraryThe provisions of Subsections 5.2.2, Parent 5.2.3 and Acquisition Sub 5.2.4 shall not, and shall cause their respective representatives not to, contact survive any customer or supplier termination of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingMaster Transaction Agreement.

Access. Upon reasonable advance written notice, Section 17.1 Landlord shall at all times during the Company Term have the right and privilege to enter the Premises for the purpose of inspecting the same to ensure compliance by Tenant with all of the provisions set forth in this Lease or for the purpose of showing the same to prospective purchasers or Mortgagees thereof. Landlord shall (also have the right and shall cause its Subsidiaries to) afford Parent’s representatives reasonable access, privilege at all times during normal business hours throughout the period prior Term to the Effective Time, to the Acquired Companies’ employees, customers, vendors, partners, properties, books, records and contracts post notices of non-responsibility for work performed by or on behalf of Tenant and, during the last one (1) year of the Term, Landlord shall have the right and privilege to enter the Premises at reasonable times during business hours for the purpose of exhibiting the same to prospective new tenants. Notwithstanding the foregoing, Landlord will not access patient or medical information which is protected from such periodaccess by Federal or State privacy laws, including the Company Health Insurance Portability and Accountability Act (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”) and the regulations promulgated thereunder, as amended, and Landlord will respect patient’s rights to privacy of their own rooms and possessions. Section 17.2 Landlord shall (at all times during the Term have the right to enter the Premises or any part thereof for the purpose of making such repairs or Alterations therein as Landlord deems reasonably necessary or advisable following the failure of Tenant to make any such repairs or Alterations required by this Lease beyond any applicable notice and shall cause its Subsidiaries to) furnish promptly cure period which required repairs or Alterations must be supported by an engineering report from an engineer reasonably acceptable to Parent all available information concerning its business as Parent may Landlord and Tenant, and reasonably request; providedagreed to by both Landlord and Tenant, however, that the Acquired Companies but such right of access shall not be required construed as obligating Landlord to permit make any repairs to or replacements to the Premises or as obligating Landlord to make any inspection or other access, or to disclose any information, that in the reasonable judgment examination of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect Buildings. Tenant shall pay to confidentialityLandlord, 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 thaton demand, with respect to subclauses (a)as Supplementary Rent hereunder, (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained all amounts expended by Parent and its representatives Landlord pursuant to this Section 6.4 17.2 which amounts shall be treated as “Evaluation Material” bear interest at the Default Rate until paid, if Tenant shall have failed to make said repairs within fifteen (l5) days of the Acquired Companies for purposes receipt of said report. In the Confidentiality Agreement. No investigation pursuant event of an emergency, Landlord shall have the right 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 enter 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger Premises or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingpart thereof.

Access. Upon reasonable advance written noticeAgent and each Lender and any of their officers, employees and/or agents, at the Company expense of Agent or such Lender, as the case may be (unless there shall (exist an Event of Default, in which event all costs and expenses shall cause its Subsidiaries to) afford Parent’s representatives reasonable accessbe borne by Borrower), shall have the right, exercisable as frequently as Agent or any Lender reasonably determines to be appropriate, during normal business hours throughout (or at such other times as may reasonably be requested by Agent or any Lender) to inspect the period prior properties and facilities of Borrower and its Subsidiaries and to the Effective Timeinspect, audit and make extracts from all of Borrower's and its Subsidiaries' records, files and books of account. Borrower shall deliver any document or instrument reasonably necessary for Agent or any Lender, as any of them may request, to the Acquired Companies’ employeesobtain records from any service bureau maintaining records for Borrower or its Subsidiaries, customersincluding, vendorswithout limitation, partners, properties, books, computer tapes and discs owned by Borrower and its Subsidiaries. Borrower shall instruct its and its Subsidiaries' banking and other financial institutions to make available to Agent and each Lender such information and records as Agent and 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 each Lender may reasonably request; provided. In connection with such investigations, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) Agent and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent each Lender may interview Borrower's and its representatives pursuant Subsidiaries' employees, during normal business hours and as Agent or any Lender may reasonably request, and Borrower and its Subsidiaries agree to this Section 6.4 make their employees available for such interviews and shall be treated as “Evaluation Material” of the Acquired Companies instruct such employees to cooperate with Agent or such Lender for purposes of such investigation. With respect to all of the Confidentiality Agreement. No investigation pursuant to this Section 6.4 foregoing, Agent and each Lender shall affect or be deemed to modify any representation or warranty in this Agreement maintain the confidentiality of any party hereto or otherwise limit or affect information received and the remedies available to Parent. All requests for access pursuant to this Section 6.4 must be directed to the General Counsel contents of the Company or another Person designated in writing all records reviewed by the Company. Notwithstanding anything herein to the contrary, Parent and Acquisition Sub shall not, it and shall cause their respective representatives not todisclose any such information or the contents of any such records to any Person other than (i) to Agent's or such Lender's accountants or attorneys, contact any customer in which event such accountants or supplier attorneys shall similarly agree not to disclose such information or the contents of such records, (ii) to a potential purchaser of a Note or participant in the Company Loans, in which event such potential purchaser or participant shall similarly agree not to disclose such information or the contents of such records, (iii) except as provided in subparagraph (iv) below, upon the occurrence and continuance of an Event of Default, in which event the recipient thereof shall similarly agree not to disclose such information or the contents of such records, (iv) in connection with the Merger exercise of any remedies of Agent or any of Lender, as the other transactions contemplated by this Agreement without case may be, under any Collateral Document and (v) to the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that extent any such contact shall be arranged disclosure is required by and with a representative of the Company participatingapplicable law.

Access. Upon (a) From and after the Closing Date, in connection with any reasonable advance written business purpose, including the preparation of Tax Returns, financial statements, SEC or bank regulatory reporting obligations, or the determination of any matter relating to the rights or obligations of Seller or any of its Affiliates under any Transaction Agreement, upon reasonable prior notice, and except as determined in good faith to be necessary to (i) ensure compliance with any applicable Law, (ii) preserve any applicable privilege (including the Company shall attorney-client privilege), or (iii) comply with any contractual confidentiality obligations, Parent shall, and shall cause its Subsidiaries toeach of Buyer, Company, Company Subsidiary and their respective Affiliates, and their respective Representatives to (A) afford Parent’s representatives the Seller and its Representatives and their respective Affiliates reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to the Acquired Companies’ employees, customers, vendors, partners, properties, booksbooks and records of Buyer and its Affiliates in respect of Company, records Company Subsidiary and contracts andthe Business, during such period, the Company shall (and shall cause its Subsidiaries toB) furnish promptly to Parent all Seller and its Representatives and their respective Affiliates such additional financial and other information regarding Company, Company Subsidiary, their respective Affiliates and the Business as Seller or its Representatives may from time to time reasonably request and (C) make available information concerning to Seller and its business Representatives and their respective Affiliates at Seller’s sole expense those employees of Buyer or its Affiliates whose assistance, expertise, testimony, notes or recollections or presence may be necessary to assist Seller, its Representatives or their respective Affiliates in connection with its inquiries for any purpose referred to above, including the presence of such persons as Parent may reasonably requestwitnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the Acquired Companies business or operations of Buyer or any of its Affiliates; and provided, further, that the auditors and accountants of Buyer or its Affiliates shall not be required obligated to permit make any inspection 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 other access, or to disclose any information, that in the reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; accountants. (b) violate any obligation If so requested by Buyer or Parent, on the one hand, or Seller or one of its Affiliates, on the Acquired Companies other hand, Seller or one of its Affiliates, or Buyer, Parent or one of their respective Affiliates, as the case may be, shall enter into a customary joint defense agreement or common interest agreement with respect to confidentialityParent, non-disclosure Buyer and their respective Affiliates, 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 thatSeller and its Affiliates, as applicable, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such any information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its representatives to Seller 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, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed7.01(a), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.