Common use of Access Clause in Contracts

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the properties, books, records, Contracts and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the Company.

Access. At all times during the period commencing (a) Subject to compliance 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 Effective Timeapplicable Laws, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject shall (i) provide to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and to its Representatives officers, employees, accountants, consultants, legal counsel, financial advisors and agents, lenders and other representatives (collectively, “Parent Representatives”) reasonable access, consistent with applicable Law, access during normal business hours, upon reasonable advance requestthroughout the period prior to the earlier of the Effective Time and the Termination Date, to the Company’s and its Subsidiaries’ properties, bookscontracts, recordscommitments, Contracts books and personnel 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, counsel, financial advisors, auditors and other authorized representatives (other than directors who are not employees) of the Company and its Subsidiaries and instruct to cooperate reasonably with Parent in its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with Subsidiaries. The foregoing notwithstanding, the prompt and timely discharge by officers, employees and other authorized Representatives Company shall not be required to afford such access if it would unreasonably disrupt the operations of the Company or any of its Subsidiaries, would cause a violation of any agreement to which the Company or any of its Subsidiaries of their normal duties or (ii) create is a party, would cause a risk of damage a loss of privilege or destruction 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 or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved Subsidiaries. (b) Parent hereby agrees that all information provided to it or its Parent Representatives in connection with this Agreement and the negotiation or consummation of the Transactions or any customertransactions contemplated hereby shall be deemed to be Evaluation Material, technology or other partneras such term is used in, vendor or supplier and shall be treated in accordance with, the amended and restated confidentiality agreement, dated as of the Company in connection with the Merger or any of the other TransactionsOctober 11, in each case2006, without between the Company’s prior written consent, and Parent and Merger Sub acknowledge (the “Confidentiality Agreement”); provided, that Parent shall be entitled to share such Evaluation Material with prospective co-investors or limited partners of the members of Parent and agree Merger Sub; provided further, however, that any such contact shall be arranged and supervised by Representatives prospective co-investors or limited partners of the Company. All requests for access pursuant shareholders of Parent to this Section 6.7 must whom Parent provides Evaluation Material shall, prior to receiving such Evaluation Material, agree in writing to be directed to bound by the Chief Legal Officer confidentiality provisions of the Company Confidentiality Agreement or other Person designated by shall execute their own confidentiality agreements in identical or substantially identical form with the Company.

Access. At all times during the period commencing with the execution Reliant Energy will, and delivery will cause each of this Agreement its Significant Subsidiaries to, at any reasonable time and continuing until the earlier from time to occur time, permit up to six representatives of the termination Banks designated by the Majority Banks, or representatives of this Agreement pursuant the Agent, on not less than five Business Days' notice, to Article VIII examine and make copies of and abstracts from the Effective Timerecords and books of account of, and visit the Company shallproperties of, solely for purposes Reliant Energy and each of furthering its Significant Subsidiaries, and to discuss the Merger or integration planning related thereto subject general business affairs of Reliant Energy and each of its Significant Subsidiaries with their respective officers and independent certified public accountants (provided Reliant Energy shall be given the opportunity to have a representative present during such discussions); subject, however, in all cases to the restrictions or limitations imposition of such conditions as a result Reliant Energy and each of COVID-19 or any COVID-19 Measuresits Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; provided further, afford Parent and its Representatives reasonable accesshowever, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the properties, books, records, Contracts and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, neither Reliant Energy nor any of its Subsidiaries shall be required to disclose to the Agent, any Bank or any third Persons; agents or (iv) representatives thereof any information which is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding privilege in connection with such information or documents which is prevented from disclosure pursuant to clauses (i) through (iv) a confidentiality agreement with third parties. Notwithstanding the foregoing, none of the conditions precedent to the exercise of the right of access described in the preceding sentence that relate to notice requirements or limitations on the Persons permitted to exercise such right shall apply at any time when a Default or an Event of Default shall have occurred and thereafter be continuing. The expense of any exercise by the Company shall use its reasonable best efforts to allow Agent and the disclosure Banks of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in their rights under this Section 6.7 8.2(e) shall not be construed to require incurred by Borrower unless a Default has occurred and is continuing at the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct time of the business of the Company and its Subsidiaries request or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the Companyvisit.

Access. At all times during (a) From the period commencing with the execution and delivery of this Agreement and continuing date hereof until the earlier Closing Date, Seller will (i) give Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access to occur the offices, properties, books and records of Seller and its Subsidiaries relating to the Business, (ii) furnish to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Business as such Persons may reasonably request, (iii) instruct the employees, counsel and financial advisors of Seller to cooperate with Buyer in its investigation of the termination of this Agreement pursuant to Article VIII Business and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent (iv) permit Buyer reasonable access (on reasonable prior notice and its Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, ) to the propertiesrefinery property for, booksat Buyer’s sole cost and expense, records, Contracts the purpose of installing telecom and personnel data lines necessary to Buyer’s operation of the Company Purchased Assets from and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parentafter the Closing, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent provided that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (ivA) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company telecom and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause data lines shall not restrict be physically connected to Seller’s systems until at or after the Closing and (B) if the Closing does not occur, Buyer shall (at its sole cost and expense, including any Person’s rights cost or expense of restoring the property to seek discovery pursuant its prior state) promptly remove (and Seller shall permit Buyer to Law, remove) such telecom and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that data lines from the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other informationPurchased Assets. Any investigation conducted or other action by Buyer or its employees, advisors or representatives pursuant to the access contemplated by this Section 6.7 shall be conducted in a such manner as not to interfere unreasonably with the conduct of the business of Seller and its Subsidiaries. Notwithstanding the foregoing, Buyer may not under any circumstances conduct or cause to be conducted any sampling or other invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media at any property related to the Seller or its Subsidiaries or the Business, including the Purchased Assets, the Facilities and the Real Property. Buyer bears the risk of injury to any of its employees, advisors or representatives who are provided access to the offices or properties of Seller or its Subsidiaries hereunder, and shall indemnify, defend and hold Seller and its Affiliates harmless for all Damages resulting from Buyer’s or its employees’, advisors’ or representatives’ access to the offices or properties of Seller or its Subsidiaries provided hereunder. (b) On and after the Closing Date, Seller and its Subsidiaries will afford promptly to Buyer and its agents reasonable access to their respective books of account, financial and other records, information, employees and auditors to the extent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Business; provided that does any such access by Buyer shall not (i) unreasonably interfere with the conduct of the business of Seller or any of its Subsidiaries. (c) Notwithstanding anything in this Section 5.02 to the Company and contrary, but subject to Section 2.02(o), Buyer shall not have access to (i) personnel records of Seller relating to individual performance or evaluation records or medical histories, (ii) materials entitled to legal privilege (or which could jeopardize the attorney-client privilege of Seller or its Subsidiaries), (iii) materials with respect to which Seller or its Subsidiaries owe an obligation of confidentiality to a third party or otherwise result (iv) other information which in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company Seller’s good faith opinion is sensitive or could reasonably be expected to subject Seller or any of its Subsidiaries of their normal duties or (ii) create a to the risk of damage or destruction liability. The parties shall endeavor in good faith to any property or assets of the Company or its Subsidiaries. Any access make appropriate substitute disclosure arrangements, if practicable, in a manner that does not give rise to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, circumstances referred to in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the Companypreceding sentence.

Access. At all times during the period commencing with the execution (i) Subject to Section 6.2(c)(iv) below and delivery any applicable confidentiality or similar agreement, at any reasonable time, upon at least two Business Days’ prior notice to Seller, Seller shall permit representatives or agents of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective TimeBuyer (including, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measuresinspection (but not visit), afford Parent and its Representatives reasonable access, consistent with applicable Lawinternal auditors but excluding any third party auditors), during normal business hourshours to (A) visit the properties of Seller utilized in connection with the collection, upon reasonable advance requestprocessing or servicing of the Transferred Assets, and to discuss matters relating to the propertiesTransferred Assets or Seller’s performance and activities under or in connection with this Agreement with any officer, books, records, Contracts employee or internal accountants of Seller having knowledge of such matters and personnel (B) inspect and examine the Records and make copies of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information abstracts from such Records relating to the extent that Transferred Assets and otherwise inspect Seller’s information technology systems or other data or computer systems. Buyer (ior such Person as Buyer may designate) shall be responsible for any applicable Law expenses it incurs in connection with any visit or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; inspection. (ii) access Subject to such documents Section 6.2(c)(iv) below and any applicable confidentiality or information would give rise similar agreement, at any reasonable time, upon at least two Business Days’ prior notice to Seller, Seller shall permit representatives or agents of Buyer (including any third party auditors) to conduct audits related to the waiver foregoing matters listed in Section 6.2(c)(i). Seller shall be responsible for all costs and expenses of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets audit (including source codethe reasonable costs and expenses of Buyer) up to a maximum amount of the Company, any of its Subsidiaries or any third Persons$50,000 per audit; or (iv) provided that such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause maximum shall not restrict any Person’s rights apply to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of Dilution Data Review or the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation Dilution Process Review conducted pursuant to the access contemplated by this Sub-Servicing Agreement. (iii) Seller shall authorize such officers, employees, independent accountants and consultants, as applicable, to discuss with Xxxxx (or such Person as Buyer may designate) the affairs of Seller as such affairs relate to the applicable Transferred Assets. (iv) Any such (A) visit described in Section 6.7 6.2(c)(i) above shall be conducted at any time at Buyer’s reasonable request, (B) inspection described in Section 6.2(c)(i) above shall be conducted no more than once per calendar quarter and (C) audit described in Section 6.2(c)(ii) above shall be conducted no more than once per 12-month period (provided that the “Dilution Data Review,” and “Dilution Process Review” conducted pursuant to the Sub-Servicing Agreement or any annual due diligence meeting conducted by a manner that does not (i) unreasonably interfere lender in accordance with the conduct related Loan Agreement, as applicable, shall not count towards such audit limitation but any other audit conducted pursuant to Section 4.1(a) of the business Sub-Servicing Agreement, Section 6.2(b) of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the Company.NBCU Transfer Agreement or

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject (a) Prior to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measureseach Closing, afford Parent Sellers shall permit Purchaser and its Representatives reasonable representatives to have access, consistent with applicable Law, during normal regular business hours, hours and upon reasonable advance requestnotice, to the propertiespersonnel and properties of Sellers and the Companies, bookssubject to reasonable rules and regulations of Sellers, recordsand shall, Contracts subject to applicable Laws regarding the exchange of information, furnish, or cause to be furnished, to Purchaser such financial and personnel operating data and other information, in each case relating to the Companies and the Conveyed Properties that are the subject of the Company such Closing, as are available and its Subsidiaries and instruct its and their Representatives and personnel as Purchaser shall from time to time reasonably cooperate with Parentrequest, except PROVIDED, that the foregoing shall not require Sellers or any Company may restrict to permit any inspection, or otherwise prohibit access to disclose any documents information, that in the reasonable judgment of Sellers or information to the extent that such Company, would (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets of third parties or the loss of any applicable attorney-client privilege or (including source codeii) violate any of its obligations with respect to confidentiality if Sellers or the Company, as the case may be, shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, PROVIDED, FURTHER, that Purchaser and 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 shall be directed to an executive officer of ARCO, or such Person as may be designated by such executive officer. All such information shall be governed by the terms of the Confidentiality Agreement. (b) All information that relates to Sellers or any of its Subsidiaries 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 of the Companies, together with any reports, analyses, compilations, memoranda, notes and any other writings prepared by Purchaser or Purchaser's representatives which contain, reflect or are based upon any such information ("CONFIDENTIAL INFORMATION"), shall be kept strictly confidential by Purchaser and Purchaser's representatives after the Closings. Purchaser agrees that, in the event it or any third Persons; or (iv) such documents or information its representatives are reasonably pertinent required to disclose any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses Confidential Information (i) through in connection with any judicial or administrative proceedings (ivby oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) or (ii) in order, in the 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 thereafter to cooperate with Sellers to the Company shall use 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 reasonable 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 allow obtain assurances that the disclosure information so disclosed will be kept confidential by any recipient(s). (c) In the event of such information (termination of this Agreement, Purchaser shall promptly deliver to Sellers, or as much of certify to Sellers that it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require has destroyed, all documents, work papers and other material obtained by Purchaser or on its behalf from Sellers, the Company, any of its Subsidiaries Companies or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officersagents, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties representatives as a result hereof 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 will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with herewith, whether so obtained before or after the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the Companyexecution hereof.

Access. At all times during (a) From the period commencing with the execution and delivery of this Agreement and continuing date hereof until the earlier to occur of the Closing or termination of this Agreement pursuant to Article VIII and the Effective TimeAgreement, the Company upon reasonable notice, Seller shall, solely for purposes of furthering the Merger or integration planning related thereto subject and shall cause its Subsidiaries to, furnish to the restrictions representatives of Buyer such additional financial and operating data and other material information regarding the Business (or limitations copies thereof) as a result Buyer may from time to time reasonably request; provided, however, that any such furnishing of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access, consistent with applicable Law, information shall be conducted during normal business hours, upon reasonable advance requestand in such a manner as not to interfere with the normal operations of the Business; provided, further, that any requests by Buyer for such furnishing of information shall be made in writing to Seller’s General Counsel (such requests not to be unreasonably withheld or delayed). Notwithstanding anything to the propertiescontrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would (i) jeopardize any attorney-client or other legal privilege, (ii) contravene any applicable Laws (including applicable Antitrust/Competition Laws), fiduciary duty or binding agreement entered into prior to the date hereof, (iii) disrupt or jeopardize any material customer or vendor relationship or (iv) include Tax information pertaining to Seller or its Affiliates that is not related to the Business. (b) From and after the Closing Date, each Party shall, and Buyer shall cause the Business to, retain the books, records, Contracts documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the Transferred Assets, Assumed Liabilities and the Business in such Party’s or its Affiliates’ possession (the “Books and Records”) for seven (7) years or for such longer period as may be required by Law. (c) From and after the Closing Date, the Parties shall allow each other, and Buyer shall, and shall cause its Affiliates to, allow Seller, its Affiliates and their respective representatives, reasonable access to the Books and Records and to personnel having knowledge of the Company whereabouts and/or contents of the Books and Records, during normal business hours for legitimate non-competitive business reasons, including all information required to calculate and verify the amounts set forth in the preparation of Seller’s Tax Returns and to facilitate the investigation, litigation, defense and final disposition of any Proceedings that may have been or may be made against any Party or its Subsidiaries Affiliates. Each Party shall be entitled to recover its out-of-pocket costs (including copying costs) incurred in providing such Books and instruct Records to the other Party. All such information accessed by Seller, its Affiliates and their Representatives respective representatives shall be considered to be included in the definition of “Confidential Information” and personnel to reasonably cooperate with Parentgoverned by Section 6.14. Buyer shall cause its Affiliates to, except hold in confidence all confidential information identified as such by, and obtained after the Closing from, the disclosing Party, any of its officers, agents, representatives or employees; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires was in the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause public domain other than as a default pursuant to, or give result of a third Person the right to terminate or accelerate the rights pursuant to, such Contractbreach of this Agreement; (ii) access is required by law to such be disclosed pursuant to any oral questions, interrogatories, requests for information or other documents in legal proceedings, subpoena, civil investigative demand or information would give rise any other similar process, pursuant to the waiver applicable rules of any attorney-client privilegestock exchange or self regulatory organization on which Buyer or any of its Affiliates lists securities, work product doctrine or other privilege pursuant to any applicable to such documents Law, or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, disclosed by Buyer or any of its Subsidiaries Affiliates that is reasonably necessary for Buyer or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries Affiliates to exercise its rights or satisfy and perform its covenants and obligations under this Agreement or any of their respective Representatives the Ancillary Agreements, in each case shall not be deemed to prepare be confidential information. If Buyer or any reportsof its Affiliates is requested or required by oral questions, analysesinterrogatories, appraisals, opinions requests for information or other information. Any investigation conducted documents in legal proceedings, subpoena, civil investigative demand or any other similar process, pursuant to the access contemplated applicable rules of any stock exchange or self regulatory organization on which Buyer or any of its Affiliates lists securities or pursuant to any applicable Law, to disclose any confidential information, then Buyer shall provide Seller with prompt written notice of such request or requirement so that Seller may seek a protective order or other remedy in respect of such disclosure. If such a protective order or other remedy is not obtained by or is not available to Seller, then Buyer and its Affiliates shall use commercially reasonable efforts to ensure that only the minimum portion of such confidential information that is legally required to be disclosed is so disclosed, and Buyer and its Affiliates shall use commercially reasonable efforts to obtain assurances that confidential treatment shall be given to such confidential information. In addition, the Parties agree that confidential information may only be used for the purpose for which it was supplied. (d) Each Party agrees to consult in good faith and cooperate with the other Party and its representatives, advisors and employees, including by making its employees and advisors available to the other Party as reasonably requested, in the closing of the Seller Group’s books and records with respect to the Business as of the Closing Date in accordance with Seller’s regular closing schedule and procedures. (e) From the date hereof until the date which is 30 days from the date hereof (provided that Seller has complied with its obligations under this Section 6.7 6.4(e)), upon reasonable advance notice from the Buyer, Seller shall, and shall be conducted in a manner that does cause each of its Subsidiaries to, cooperate with Buyer and use commercially reasonable efforts to permit Buyer and its environmental consultant, at mutually agreed upon dates and times, to have reasonable nonexclusive access to the properties listed on Schedule 6.4(e) and to the extent of any such leased property, the portion of the property to which Seller or its Subsidiary has the right to occupy or access (subject to the last sentence of this Section 6.4(e), “Phase I Properties”), for the limited purpose of undertaking, at Buyer’s sole cost and expense, ASTM E1527-05 Phase I Environmental Site Assessments and all other comparable environmental site assessments (together, subject to the last sentence of this Section 6.4(e), the “Phase I Assessments”), provided however, Buyer and its environmental consultant shall not (i) unreasonably interfere with the conduct operations of the business of the Company Seller and its Subsidiaries or otherwise result in undertake any significant interference with invasive or destructive testing on the prompt Phase I Properties and, provided further that Buyer agrees to provide, prior to Closing, copies of all reports prepared by Buyer’s environmental consultant on the Phase I Properties. Notwithstanding the list of Phase I Properties on Schedule 6.4(e), if after Seller’s commercially reasonable efforts, Buyer and timely discharge its environmental consultant are not allowed reasonable access to any Leased Real Properties by officers, employees any such Leased Real Properties’ lessors and other authorized Representatives of the Company or are not able to complete Phase I Assessments for any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction such Leased Real Properties, then such Leased Real Properties shall not be deemed to be Phase I Properties. Buyer and Seller shall reasonably cooperate with any property or assets of environmental consultant engaged by Buyer in order to timely complete the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental mediaPhase I Assessments. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notin order to be included as a Phase I Assessment, and shall cause their respective Representatives not to, contact any employee or other service provider a Phase I Assessment must be completed within thirty (30) days of the Company or date hereof (provided that Seller has complied with its obligations under this Section 6.4(e)) and any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection Phase I Property with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that respect to any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to Phase I Assessment that is not completed in such thirty (30) day period (provided that Seller has complied with its obligations under this Section 6.7 must 6.4(e)) shall no longer be directed to the Chief Legal Officer of the Company or other Person designated by the Companydeemed a Phase I Property.

Access. At all times during Between the period commencing with the execution and delivery date of this Agreement and continuing until Closing, upon at least two (2) days’ prior notice to the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective TimeCompany, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and shall cause each Group Company and its Subsidiaries and their respective Representatives reasonable access, consistent with applicable Lawto (a) afford the Representatives of Aegis and its Affiliates designated by Aegis, during normal business hours, upon reasonable advance access at reasonable times to its officers, Employees, auditors, legal counsel, properties, offices, plants and other facilities and to all books and records, (b) furnish Aegis and such Affiliates with all financial, operating and other data and information as Aegis or such Affiliate, through their respective Representative, may from time to time reasonably request, and (c) afford Aegis and such Affiliate the opportunity to discuss the propertiesaffairs, books, records, Contracts finances and personnel accounts of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business officers of the Company and its Subsidiaries from time to time as Aegis or otherwise result in any significant interference with the prompt such Affiliate may reasonably request, and timely discharge by officersto make proposals, employees recommendations and other authorized Representatives of suggestions to the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction relating to any property or assets the business and affairs of the Company or its Subsidiaries. Any access to ; provided that the properties Board of Directors of the Company shall have the sole discretion to decide on such proposals, recommendations and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental mediasuggestions after considering them in good faith. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company Any costs incurred by Aegis in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact foregoing shall be arranged and supervised borne by Representatives of Aegis. Notwithstanding the Company. All requests for access foregoing provisions, neither the Company nor any other Group Company shall be obligated pursuant to this Section 6.7 must 5.2 to provide access to any of its information which would be directed the subject of any confidentiality obligations owed to the Chief Legal Officer of third parties and any information which the Company or other Person designated by can demonstrate is confidential to its business operations and which would be detrimental to its competitive position in the Companymarketplace if disclosed including without limitation media buying rates, rebate structure, media and customer contract details and the CCTV auction pricing mechanisms. For the avoidance of doubt, the Company shall not be entitled to withhold information from Chaview.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier 5.2.1 Subject to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access, consistent with applicable Law, BHW and BHIL shall afford to INFO and its accountants, counsel, financial advisors and other representatives (the "INFO Representatives") and INFO shall afford to BHW and BHIL and its accountants, counsel, financial advisors and other representatives (the "BHW Representatives") full access during normal business hours, upon hours with reasonable advance request, notice throughout the period prior to the Closing Date to all of their respective properties, books, recordscontracts, Contracts commitments and records and, during such period, shall furnish promptly to 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 their respective businesses, properties and personnel as 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 no investigation pursuant to this Section 5.2 shall amend or modify any representations or warranties made herein or in the Related Agreements or the conditions to the obligations of the Company respective parties to consummate the transactions contemplated hereby and thereby. 5.2.2 INFO shall hold and shall use its Subsidiaries reasonable commercial efforts to cause the INFO Representatives to hold, and instruct 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 their Representatives and personnel information furnished to reasonably cooperate INFO or to BHW or BHIL, as the case may be, in connection with Parentthe 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 the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable it is required by Law or Contract requires judicial or administrative order to disclose. 5.2.3 Neither INFO nor BHW nor BHIL shall use or knowingly permit the Company to restrict or otherwise prohibit access to use of such documents or non-public information or providing access to such documents other confidential or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) proprietary knowledge of the Company, other party for any purpose other than in connection with the transactions contemplated hereby without the prior consent of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law)parties hereto; provided, that the Company shall give written notice to Parent any information that is otherwise publicly available, without breach of the fact that it is withholding such information this provision, or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure has been obtained from a third party without a breach of such information (or as much of it as possible) in a manner that would third party's duties, shall not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to this Section 5.2. 5.2.4 In the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any samplingevent that this Master Transaction Agreement is terminated in accordance with its terms, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein each party shall promptly redeliver to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior all non-public written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access material provided pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company 5.2 and shall not retain any copies, extracts or other Person designated 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 Companyinformation in such material shall be destroyed (and INFO, BHIL and BHW shall use their respective reasonable commercial efforts to 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 an authorized officer supervising such destruction. The provisions of Subsections 5.2.2, 5.2.3 and 5.2.4 shall survive any termination of this Master Transaction Agreement.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject (a) Prior to the restrictions or limitations as a result of COVID-19 or any COVID-19 MeasuresClosing, afford Parent Seller shall permit Purchaser and its Representatives representatives to have reasonable access, consistent with applicable Law, during normal regular business hours, hours and upon reasonable advance requestnotice, to the properties, books, records, Contracts information, facilities and personnel senior employees of the Company Acquired Companies and its Subsidiaries and instruct its and their Representatives and personnel to reasonably will cooperate with Parentregard to such reasonable due diligence review as Purchaser may reasonably request. Upon reasonable advance notice to Seller and subject to Seller's consent, except that Purchaser shall be permitted to conduct Phase 1 type environmental investigations at any facility or Real Property owned or operated by the Company may restrict Acquired 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 otherwise prohibit access 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 documents or information contacts to such customers and suppliers. Seller shall not be required to comply with this provision to the extent Seller delivers to Purchaser a written notice that Seller has received advice of counsel stating that Seller's compliance with this Section 5.1 would reasonably be expected to either (i) any applicable Law result in a waiver of attorney-client privilege or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to violate an applicable law; provided that in any such documents or event Seller shall inform Purchaser that information would give rise to was withheld from Purchaser, the waiver general nature of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in information so withheld and the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is basis for withholding such information or documents pursuant and shall cooperate with Purchaser in seeking to clauses (i) through (iv) and thereafter develop a mutually acceptable mechanism for the Company shall use its reasonable best efforts to allow the disclosure protection of such information (or as much of it as possible) in a manner that would not violate any result in a loss of clauses such privilege or a violation of law. (ib) through (iv)Seller shall provide reasonable access to its premises in Hutchinson, Kansas to Purchaser or the Acquired Companies for one year following the Closing Date for the purpose of taking possession of the Additional Acquired Assets listed in Section 1.1(a) of the Purchaser Disclosure Letter; provided however that following the six month anniversary of the Closing Date, upon two months prior written notice, Seller may require the Purchaser or the Acquired Companies to remove the Additional Acquired Assets if Seller has bona fide plans to sell, remediate or utilize the premises where such Additional Acquired Assets are located, prior to the end of the one year anniversary of the Closing Date. Nothing 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 6.7 5.1(b) shall be construed cease and the ownership of such Additional Acquired Assets shall revert to require the CompanySeller. Purchaser and the Acquired Companies shall bear risk of loss for the Additional Acquired Assets left on Seller's premises in Hutchinson, Kansas, absent Seller's gross negligence or willful misconduct. Purchaser and the Acquired Companies shall take reasonable care in removing any Additional Acquired Asset from such premises and Purchaser shall, or shall cause the Acquired Companies to, indemnify Seller for any material damage or liabilities caused directly by such removal, unless such damages or liability will not adversely affect Seller's near-term plans for the facilities following such removal (it being understood that the removal of the Additional Acquired Assets will adversely affect the use of the premises for mining and salt processing activities). (c) All information provided to Purchaser and its Subsidiaries Affiliates, agents and representatives by or on behalf of Seller or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company Acquired Companies in connection with the Merger or any of Agreement and the other Transactionstransactions contemplated hereby will be held by Purchaser and its Affiliates, in each caseagents and representatives as Evaluation Material, without the Company’s prior written consentas defined in, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed the terms of, the Confidentiality Agreement. Purchaser shall, and shall direct its directors, officers, employees, accountants, counsel, consultants, funding sources and other representatives to, comply with the Confidentiality Agreement with respect to the Chief Legal Officer of the Company or other Person designated by the CompanyConfidential Information.

Access. At all times during (a) To the period commencing with extent permitted by applicable Law, between the execution and delivery date of this Agreement and continuing until the earlier Closing Date, Seller will, during ordinary business hours and upon reasonable notice, (i) give Buyer and Buyer’s Representatives reasonable access to occur the Purchased Assets; (ii) permit Buyer to make such reasonable inspections thereof as Buyer may reasonably request; (iii) furnish Buyer with such financial and operating data and other information with respect to the Business as Buyer may from time to time reasonably request; and (iv) furnish Buyer with a copy of each material report, schedule, or other document principally relating to the Business filed or submitted by Seller with, or received by Seller from, any Governmental Entity; provided, however, that (A) any such investigation will be conducted in such a manner as not to interfere unreasonably with the operation of the termination Business or any other Person; (B) Seller shall not be required to take any action which would constitute or result in a waiver of this Agreement pursuant the attorney-client privilege; and (C) Seller shall not be required to Article VIII supply Buyer with any information which Seller is under a legal obligation not to supply. Buyer will indemnify and hold harmless Seller from and against any Losses incurred by Seller, its Affiliates or their Representatives by any action of Buyer or Buyer’s representatives while present on any of the Effective Time, the Company shall, solely for purposes of furthering the Merger Purchased Assets or integration planning related thereto subject other premises to which Buyer is granted access hereunder (including restoring any such premises to the restrictions condition substantially equivalent to the condition such premises were in prior to any such investigation). Notwithstanding anything in this Section 7.2 to the contrary, (x) Buyer will not have access to personnel and medical records if such access could, in Seller’s good faith judgment, subject Seller to risk of liability or limitations as otherwise violate the Health Insurance Portability and Accountability Act of 1996 and (y) any investigation of environmental matters by or on behalf of Buyer will be limited to visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections, and Buyer will not have the right to perform or conduct any other sampling or testing at, in, on, or underneath any of the Purchased Assets. (b) For a result period of COVID-19 or any COVID-19 Measuresthree (3) years after the Closing Date, afford Parent each Party and its Representatives will have reasonable accessaccess to all of the books and records relating to the Business or the Purchased Assets, consistent 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 Assumed Obligations or the Excluded Liabilities, or other matters relating to or affected by the operation of the Business and the Purchased Assets. Such access will be afforded by the applicable Law, Party upon receipt of reasonable advance notice and during normal business hours, upon reasonable advance request, to the properties, books, records, Contracts and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall will be conducted in such a manner that does as not (i) to interfere unreasonably interfere with the conduct operation of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company Party or its Subsidiariesrespective Affiliates. Any The Party exercising the right of access hereunder will be solely responsible for any costs or expenses incurred by either Party in connection therewith. If the Party in possession of such books and records desires to dispose of any such books and records prior to the properties expiration of the Company and its Subsidiaries will be subject such three-year period, such Party will, prior to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any samplingsuch disposition, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of give the other Transactions, in each case, without the CompanyParty a reasonable opportunity at such other Party’s prior written consent, expense to segregate and Parent take possession of such books and Merger Sub acknowledge and agree that any records as such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the CompanyParty may select.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject Prior to the restrictions or limitations as a result of COVID-19 or any COVID-19 MeasuresClosing Date, afford Parent Seller shall (1) give Buyer and its Representatives reasonable accounting, legal, business, environmental, engineering, intellectual property and other authorized representatives and advisors full access, consistent with applicable Law, during normal business hours, upon reasonable advance requestto all plants, offices, warehouses and other facilities and properties of Seller relating to the propertiesProducts, the Assets and the Business, (2) furnish Buyer and its authorized representatives and advisors with all documents and information relating to the Products, the Assets and the Business as may be reasonably requested by Buyer and its authorized representatives and advisors, (3) permit Buyer and its authorized representatives and advisors to review all books, recordsrecords and Contracts relating to the Products, Contracts the Assets and personnel the Business as may be reasonably requested by Buyer and its authorized representatives and advisors, and make copies thereof, (4) make available Seller’s employees and advisors, including those responsible for the management of the Company Business, and cause Seller’s employees and advisors to furnish Buyer and its Subsidiaries authorized representatives and instruct advisors with data and other information with respect to the Products, the Assets and the Business as may be reasonably requested by Buyer and its authorized representatives and their Representatives advisors, and personnel discuss with Buyer and its authorized representatives and advisors the affairs of the Business, (5) subject to reasonably prior notice to Seller, facilitate, and accompany Buyer and its authorized representatives and advisors on, visits only to the four largest customers of the Business for the purpose of assisting Buyer in determining whether it will be able or given the opportunity to conduct the Business after the Closing with respect to such customers in the manner heretofore conducted by Seller or otherwise to qualify itself or its products or facilities for the purpose of so conducting the Business, and (6) fully cooperate with ParentBuyer and its authorized representatives and advisors in their investigation and examination of the Products, the Assets and the affairs of the Business, in all of the foregoing instances, except that as to the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company be provided by Seller at Closing pursuant to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant toSection 5.28. No investigation, or give a third Person the receipt of information provided by or on behalf of Seller or review thereof by Buyer or its representatives or advisors shall diminish or obviate, or relieve Seller or Xxxxxx from, or affect Buyer’s ability or right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Companyrely on, any of its Subsidiaries the representations, warranties, covenants and agreements of Seller or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing Xxxxxx contained in this Section 6.7 shall be construed to require Agreement and the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the CompanyTransaction Documents.

Access. At all times during With reasonable prior notice and subject to any applicable Law, any applicable privileges (including the period commencing with attorney-client privilege), trade secrets, and contractual confidentiality obligations, the execution Seller shall permit and delivery of this Agreement will cause each other Seller Party, each Company and continuing until Company Subsidiary and, to the earlier extent it has the Legal Right, each Company Joint Venture Entity, to occur permit, representatives of the termination of this Agreement pursuant Buyer to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives have reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance requestand in a manner so as not to interfere with the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to the all premises, properties, designated executive officers and personnel, books, recordsrecords (including Tax Records), Contracts contracts and personnel documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Company Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and its Subsidiaries instructions issued by the Seller, the Subject Entities and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine Affiliates or other privilege applicable to such documents Persons in respect of Buyer’s or information; (iii) access would result in the disclosure of its representatives’ actions while upon, entering or leaving any trade secrets (including source code) properties of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries Seller or any of their respective Representatives to prepare the Subject Entities. The Buyer acknowledges and agrees that any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by information received in connection with this Section 6.7 shall be conducted in a manner that does not (i5(f) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Companyterms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, monitoring or analysis of soilboring, groundwater, building materials, indoor air, drilling or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee invasive investigation activities or other service provider of due diligence activity conducted by the Company Buyer or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection representatives with the Merger or respect to any of the other TransactionsSubject Entities and the Business, in each caseEVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, without the Company’s prior written consentSOLELY OR IN PART, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the CompanyTHE 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. At all times during (a) Prior to the period commencing with the execution Closing, subject to Applicable Law, Seller will grant to Buyer or cause to be granted to Buyer and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto its Representatives (collectively who are subject to the restrictions or limitations same obligations of secrecy and non-use as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives Buyer under the Confidentiality Agreement) reasonable access, consistent with applicable Law, during normal business hours, hours (except as provided below) and upon reasonable advance requestnotice, to the personnel, properties, books, records, Contracts books and personnel records of the Company Seller and its Subsidiaries Affiliates to the extent relating to the Business, Included Assets, Included Liabilities or Products, including access to the Transferred Facilities, the facilities subject to a Transferred Lease and instruct Shared Facilities; provided, in each case that such access will be made in a manner that does not unreasonably interfere with the normal operations of Seller, its Affiliates or the Business, and their will not include any right by Buyer or its Representatives and personnel to reasonably cooperate with Parentconduct any Phase II environmental site assessment or any other environmental sampling or testing; provided further, except however, that the Company may restrict or otherwise prohibit any such access to any documents Shared Facility shall be (i) outside of normal business hours and (ii) shall be supervised and escorted by Representatives of Seller and its Affiliates. Notwithstanding the foregoing, Seller will not be required to disclose any information or information provide access to Buyer solely to the extent that such disclosure or access would, in Seller’s reasonable discretion, (iA) any applicable Law or Contract requires cause significant competitive harm to the Company to restrict or otherwise prohibit Business if the transactions contemplated hereby are not consummated, including without limitation access to such documents or information or providing access to such documents or information would violate or cause a default pursuant toFormulations, Specifications and Processing Instructions, or give (B) result in a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine privilege or other privilege applicable legal privilege. (b) Seller shall furnish to such documents Buyer and its Representatives all financial, operating and other data and information relating to the Business as Buyer or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, through their respective Representatives, may reasonably request, including unaudited monthly management reports prepared on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent a basis consistent with past practice of the fact that it is withholding Business as such information or documents pursuant to clauses (i) through (iv) and thereafter reports become available for each month falling within the Company shall use its reasonable best efforts to allow period from the disclosure date of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant Agreement to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the CompanyClosing Date.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject (a) Prior to the restrictions or limitations as a result of COVID-19 or any COVID-19 MeasuresJoinder Date, afford Parent and will use its Representatives commercially reasonable accessefforts, consistent with to the extent permitted by applicable Law, during normal business hoursto cause the Company and the Member to, upon reasonable advance requestand after the Joinder Date until the Closing Date Parent shall cause the Company and the Member to, (i) provide to Buyer and its Representatives, full access to all Third Parties engaged in connection with the design, development and construction of the Casino and the Shared Space and full access to any and all premises, properties, files, books, records, Contracts documents, and personnel other information of the Company (including full access to the Leased Real Property for the purpose of conducting inspections thereof and any other assessment thereof, including such soil, groundwater and other sampling and other testing as Buyer may deem necessary, and such other non-environmental assessments and inspections that Buyer may deem necessary in its reasonable discretion (including inspections and evaluations of the ongoing construction of the Casino and the Shared Space)) and (ii) furnish to Buyer and its Subsidiaries Representatives any and instruct all financial, technical, architectural, construction, development, operating and other data in their possession or control and other information pertaining to the businesses and properties of the Company (including in connection with the design, development and construction of the Casino and the Shared Space) and make available for inspection and copying by Buyer true and complete copies of any documents relating to the foregoing (collectively, the “Inspection”); provided, however, that (xi) Buyer shall provide Parent reasonable notice prior to any Inspection; (xii) if Parent so requests, Buyer’s Representatives shall be accompanied by a Representative of Parent or the Member; (xiii) Buyer shall not materially interfere with the operation of the business conducted at the Leased Real Property (including the ongoing construction of the Casino and the Shared Space); and (xiv) Buyer shall, at its sole cost and expense, promptly repair any physical damage to the Leased Real Property or any other property owned by a Person other than Buyer arising from or caused by Inspection, and restore the Leased Real Property or such other third-party property to substantially the same condition as existed prior to such Inspection, and shall indemnify, defend and hold harmless the Member and its Affiliates from and against any personal injury or physical property damage claims, liabilities, judgments or expenses (including reasonable attorneys’ fees) incurred by any of them arising or resulting therefrom provided, however, this indemnity expressly excludes any and all claims, demands, actions, causes of action, damages, expenses, losses or liabilities arising out of or related to the Leased Real Property prior to Buyer’s Inspections, including but not limited to the pre-existing condition of the Leased Real Property and any environmental or other liabilities relating to such pre-existing condition. Buyer will hold and cause its Representatives to hold any such information furnished to it by the Member which is nonpublic in confidence in accordance with the confidentiality agreement dated as of June 6, 2013 between Xxxxxxxx Entertainment, Inc. and Ameristar and the confidentiality agreement dated as of June 6, 2013 between Xxxxxxxx Entertainment, Inc. and Parent (the “Confidentiality Agreements”); provided, however, that subsequent to the Closing Date, the terms of the Confidentiality Agreements shall survive only with respect to Confidential Information (as defined in the Confidentiality Agreements) provided with respect to Ameristar, Parent or their respective Affiliates, other than the Company. No information or knowledge obtained in any investigation pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the parties to consummate the transactions contemplated herein. (b) Following the Closing Date, each party hereto will hold, and will use its best efforts to cause its Affiliates and its and their respective Representatives to hold, in strict confidence from any Person (other than any such Affiliate or Representative) all documents and personnel to reasonably cooperate with Parentinformation concerning the other party or parties or any of its or their Affiliates (and, except that for the Company may restrict or otherwise prohibit access to any documents or avoidance of doubt, treating information to concerning the extent that Casino and the Company’s assets as information concerning Buyer) unless (i) compelled to disclose by judicial or administrative process (including in connection with obtaining the necessary approvals of this Agreement and the transactions contemplated hereby of any applicable Government Authority) or by other requirements of Law or Contract requires (ii) disclosed in an action or proceeding brought by another party hereto in pursuit of its rights or in the Company to restrict exercise of its remedies hereunder, or otherwise prohibit access to unless such documents or information or providing access can be shown to have been (1) previously known by the party receiving such documents or information would violate (other than pursuant to breach of an agreement to keep such information confidential), (2) in the public domain (either prior to or cause a default pursuant to, or give a third Person after the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to furnishing of such documents or information would give rise hereunder) through no fault of such receiving party or (3) later acquired by the receiving party from another source if the receiving party is not aware that such source is under an obligation to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable another party hereto to keep such documents or information; (iii) access would result and information confidential. Buyer and the Company agree that in the disclosure of event any trade secrets proprietary information or knowledge relating to an Excluded Asset is obtained, revealed or otherwise made known to Buyer in effecting (including source codex) the transition from any existing software to replacement software pursuant to Section 1.7 hereof, specifically, or (y) the removal of the CompanyExcluded Assets, generally, Buyer shall not reveal, disclose, employ or otherwise use any such proprietary information and will hold such information in confidence in accordance with the terms of its Subsidiaries or any third Persons; or the Confidentiality Agreements. (ivc) such documents or information are reasonably pertinent to any adverse Legal Proceeding between Following the Company Closing Date, and its Affiliatesfor so long as Parent and the Member, on the one hand, and Parent and its Affiliatesor Buyer, on the other hand (providedhand, that the foregoing clause shall not restrict or their respective Affiliates are prosecuting, participating in, contesting or defending any Person’s rights to seek discovery pursuant to Lawaction, and nothing herein shall restrict claim, investigation, suit or proceeding, whenever filed or made, in connection with or involving in any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses way (i) through (iv) and thereafter this Agreement or the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access transactions contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties hereby or (ii) create a risk of damage the conduct or destruction to any property or assets operation of the Company prior to or its Subsidiaries. Any access after the Closing, including any action, claim, investigation, suit or proceeding related to the properties of Excluded Assets, the other party shall (and shall cause its Affiliates, and its and their respective Representatives, to) (A) cooperate with such party and its Affiliates and their Representatives with the prosecution, participation, contest or defense, (B) provide such party and its Affiliates and their Representatives with reasonable access and duplicating rights to all properties, books, contracts, commitments and records (whether in paper or electronic form) related to the Company and (C) make available to such party and its Subsidiaries will Affiliates and their Representatives its personnel, including for purposes of fact finding, consultation, testimony, interviews, depositions and witnesses, in each case as shall be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company reasonably necessary in connection with the Merger prosecution, participation, contest or any defense of the other Transactionsapplicable action, in each caseclaim, without the Company’s prior written consentinvestigation, suit or proceeding by such party and Parent its Affiliates and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the CompanyRepresentatives.

Access. At all times during the period commencing Graco and Graco US Finishing Brands shall in good faith work with the execution and delivery of this Agreement and continuing until the earlier Hold Separate Trustee to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford provide Purchaser Parent and its Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the properties, books, records, Contracts and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that representatives: (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit reasonable access to such documents or information or providing access the Asset Selling Subsidiaries’ and the Acquired Subsidiaries’ respective employees, accountants, lenders, attorneys, insurers and other third-party representatives engaged with respect to such documents or information would violate or cause a default pursuant tothe Liquid Finishing Business, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) reasonable access to such the Asset Selling Subsidiaries’ and the Acquired Subsidiaries’ properties, Contracts, Books and Records, and other documents or and information would give rise in each case relating to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or informationLiquid Finishing Business; (iii) access would result in copies of all such Contracts, Books and Records, and other documents and information relating to the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third PersonsLiquid Finishing Business as they may reasonably request; or and (iv) such documents or additional financial, operating, and other data and information are relating to the Liquid Finishing Business as they may reasonably pertinent request. Graco and Graco US Finishing Brands shall in good faith work with the Hold Separate Trustee to any adverse Legal Proceeding between cooperate and assist, to the Company extent reasonably requested by Purchaser Parent and its representatives, with Purchaser Parent’s investigation of the properties, assets, and financial condition of the Liquid Finishing Business. Purchaser Parent and US Purchaser acknowledge and agree that Graco’s and its Affiliates, on the one hand, and ’ ability to provide Purchaser Parent and its Affiliatesrepresentatives with information about the Liquid Finishing Business is in all respects subject to the limitations imposed by the FTC (including, on but not limited to, the other hand (provided, that Final Order and the Hold Separate Trustee. Notwithstanding the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing anything in this Section 6.7 Agreement to the contrary, in no event shall be construed to require the Company, any of its Subsidiaries Purchaser Parent or US Purchaser or any of their respective Representatives Affiliates or their respective representatives be entitled to prepare conduct any reportsPhase I Environmental Site Assessment or Phase II Environmental Site Assessment in respect of the Owned Real Property or the Leased Real Property, analyseson or before the Closing Date without the written consent of Graco; provided, appraisalshowever, opinions or other information. Any investigation conducted pursuant 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 access contemplated by this Section 6.7 shall Owned Real Property and the Leased Real Property located in the United States, it being acknowledged and agreed that, if any such Phase I Environmental Site Assessments must be conducted updated in a manner that does not (i) unreasonably interfere order to allow Purchaser Parent and US Purchaser to rely on same, Graco shall, upon the request of Purchaser Parent, cause such Phase I Environmental Site Assessments to be updated, with the conduct of the business of the Company costs and its Subsidiaries or otherwise result in any significant interference expenses associated with the prompt and timely discharge such updates to be borne by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the CompanyPurchaser Parent.

Access. At all times during From the period commencing date hereof through the Closing Date, the Companies and the AEC Subsidiary shall provide Buyer and its authorized agents, officers and representatives reasonable access to (a) their books, files and records (including such records as related to the financial affairs, Business Operations and Business Employees of the Companies and the AEC Subsidiary), (b) to their Real Property and its associated facilities, equipment and other properties, (c) any data, information or copies of documents with respect to any Governmental Authorization, Release, Remediation, Environmental Liability or Environmental Claim with respect to the execution Companies and delivery AEC Subsidiary that was made available to the insurer and underwriter for the Environmental Insurance Policy (excluding any information with respect to the pricing of such Environmental Insurance Policy) and which is different from or additional to the information and documentation provided by Seller to Buyer pursuant to other provisions of this Agreement and continuing until (d) the earlier other data and information and copies of documents with respect to occur of the termination of this Agreement pursuant Business Operations as Buyer and its agents shall from time to Article VIII time reasonably request for examination, investigation and assessment as determined by Buyer in its sole discretion; provided, however, that such examinations and investigations and assessments shall be conducted during the Companies’ and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access, consistent with applicable Law, during AEC Subsidiary’s normal business hours, upon with reasonable advance requestnotice to and coordination with Xxxx Xxxx and Xxxxx Xxxxxx, shall not unreasonably interfere with the operations and activities of the Companies or the AEC Subsidiary, and in no event shall involve the performance of subsurface or other intrusive testing; provided, further, that neither Buyer nor any of its Affiliates, nor any of their respective employees, counsel, accountants, consultants, financing sources and their respective representatives, shall contact any competitor, supplier, distributor or customer of the Companies or the AEC Subsidiary for the purpose of discussing the Companies, the AEC Subsidiary or any aspect of their respective Business Operations or Seller, this Agreement or the transactions contemplated hereby without the prior written consent of Seller. Notwithstanding the foregoing or anything contained herein to the propertiescontrary, booksBuyer and its authorized agents, recordsofficers and representatives shall not be permitted or entitled to examine any materials without the Companies’ prior written consent, Contracts and personnel when in the good faith judgment of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with ParentCompanies, except that (x) such materials may be protected by the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine (y) such examination could contravene any Law, fiduciary duty or other privilege applicable binding agreement entered into prior to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Companydate hereof, any of its Subsidiaries or any third Persons; or (ivz) such documents event could jeopardize the Companies’ or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any PersonAEC Subsidiary’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of relationships with their respective Representatives to prepare any reportscustomers, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees suppliers and other authorized Representatives of the Company applicable third parties. All investigations and due diligence conducted by Buyer or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact representatives shall be arranged conducted at Buyer’s sole cost, risk and supervised by Representatives of expense and Buyer shall indemnify and hold Seller Indemnified Parties, the Company. All requests for access pursuant to this Section 6.7 must be directed to Companies and the Chief Legal Officer of the Company or other Person designated by the CompanyAEC Subsidiary harmless from and against any and all costs and expenses (including reasonable attorneys’ fees) resulting from Buyer’s due diligence and investigations.

Access. At all times during On and after 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 Effective TimeClosing Date, the Company shall, solely for purposes of furthering Purchaser will cause the Merger or integration planning related thereto subject Companies to afford promptly to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent Seller and its Representatives agents reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, access to the each of their respective properties, books, records, Contracts employees and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information auditors to the extent that (i) necessary to permit the Seller to determine any applicable Law matter relating to its rights and obligations hereunder or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between period ending on or before the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law)Closing Date; provided, however, that any such access by the Company Seller shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries Purchaser. The Purchaser shall promptly provide the Seller with copies of any environmental assessments or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives audits of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and Seller conducted by the Purchaser or its Subsidiaries representatives. The Purchaser will be subject to the Company’s reasonable security measures and insurance requirements hold, and will not include the right use its reasonable best efforts to operate any equipment or perform invasive or subsurface testing or any samplingcause its officers, monitoring or analysis of soildirectors, groundwateremployees, building materialsaccountants, indoor aircounsel, or other environmental media. Notwithstanding anything herein consultants, advisors and agents to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactionshold, in each caseconfidence, without unless compelled to disclose by Requirements of Law, all confidential documents and information concerning the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of Seller or the Company. All requests for access Companies provided to it pursuant to this Section 6.7 must be directed 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 Seller or the Companies prior to the Chief Legal Officer Closing without the prior written consent of the Company Seller except for contacts in the ordinary course of the Purchaser’s business that do not make inquiry or disclosure respecting the Companies, the Seller, the transactions contemplated by this Agreement, the Purchaser’s contact or interaction with the Companies or the Seller, the existence of this Agreement or any other Person designated by interaction involving the CompanyCompanies or the Seller.

Access. At all times during the period commencing with the Upon 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 Effective TimeClosing Date, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measuresexpressly set forth in this Agreement, afford Parent Seller and its Representatives Affiliates shall provide Purchaser and its representatives reasonable accessaccess to the Assets operated by Seller and access to and the right to copy, consistent with at Purchaser’s sole expense, the Records in Seller’s possession for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable LawLaws, during (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s and its Affiliates’ normal business hours, upon reasonable advance request, to the properties, books, records, Contracts and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any PersonPurchaser’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere minimizes interference with the conduct operation of the business of the Company Seller and its Subsidiaries or otherwise result in any significant interference with the prompt applicable third Person operator. All investigations and timely discharge due diligence conducted by officers, employees and other authorized Representatives of the Company Purchaser or any of its Subsidiaries 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 their normal duties Purchaser’s representatives shall result from Purchaser’s own independent review and judgment. Seller shall use reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or (iithe obligation to undertake any liability or other obligations to or by Seller) create a risk of damage or destruction to any property or assets obtain permission for Purchaser to gain access to Third Party operated Properties to inspect the condition of the Company same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission; provided, further, that if Seller or its Subsidiaries. Any access Affiliates fails to grant its consent (which consent can be withheld in Seller’s sole discretion for any reason or no reason) to such access, then Purchaser shall have the properties right (in its sole discretion) to elect in writing to exclude the affected Asset(s) from the transactions contemplated by this Agreement and, in such event, (1) the Base Purchase Price shall be reduced by the Allocated Value, if any, of such affected Asset(s), (2) such affected Asset(s) shall be deemed to be excluded from the Company definition of “Assets” and its Subsidiaries will from the applicable exhibits attached hereto, (3) Purchaser shall have no obligations or liabilities of any kind with respect to such excluded affected Assets and (4) such affected Assets(s) shall thereafter be subject deemed to constitute Excluded Assets for all purposes of this Agreement; provided, for the Company’s reasonable security measures and insurance requirements and will avoidance of doubt, Purchaser shall not include have the right to operate any equipment exclude Assets that are operated by a Third Party. Seller or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein its designee shall have the right to accompany Purchaser and its representatives whenever they are on site on the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the CompanyAssets.

Access. At all times during After the period commencing 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 execution Power Company, HCE shall cause HCE-Rockfort to exercise the voting, governance and delivery of this Agreement and continuing until contractual powers available to it to cause, to the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Timeextent possible, the Power Company shallto permit (subject in each case to any contractual, solely for purposes fiduciary or similar obligation of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 HCE-Rockfort or any COVID-19 MeasuresJamaica Subsidiary), afford Parent Purchaser and its Representatives executive officers, managers, counsel, accountants and other representatives to have reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance requestnotice, during regular business hours, to the assets, employees, properties, books, books and records, Contracts businesses and operations relating to HCE-Rockfort and the Jamaica Subsidiaries as Purchaser may reasonably request, including cooperating with accounting personnel of Purchaser seeking to prepare U.S. GAAP financial statements for PPO and the Company and its Subsidiaries and instruct its and their Representatives and personnel Power Company; provided, however, that in no event shall Sellers, HCE-Rockfort or any Jamaica Subsidiary be obligated to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit provide any access to any documents or information (i) if Sellers determines, in good faith after consultation with counsel, that providing such access or information may violate applicable Law, cause Sellers, HCE-Rockfort or any Jamaica Subsidiary to breach a confidentiality obligation to which it is bound, or jeopardize any recognized privilege available to Sellers, HCE-Rockfort or any Jamaica Subsidiary; or (ii) to the extent that set forth on Schedule 5.3. Purchaser agrees to indemnify and hold Sellers, HCE-Rockfort and the Jamaica Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any representative of Purchaser and any loss, damage to or destruction of any property owned by Sellers, HCE-Rockfort or the Jamaica Subsidiaries or others (iincluding claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any applicable Law of the employees, counsel, accountants, advisors and other representatives of Purchaser during any visit to the business or Contract requires property sites of HCE-Rockfort or the Company Jamaica Subsidiaries prior to restrict the Closing Date, whether pursuant to this Section 5.3 or otherwise prohibit access otherwise. During any visit 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 documents or information or providing access to such documents or information would violate or cause a default pursuant properties to, or give a third Person comply with all applicable Laws and all of HCE-Rockfort’s and the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company Jamaica Subsidiaries’ safety and its Affiliates, on the one hand, security procedures and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) conduct itself in a manner that would could not violate any be reasonably expected to interfere with the operation, maintenance or repair of clauses (i) through (iv)the assets of HCE-Rockfort or such Jamaica Subsidiary. Nothing in this Section 6.7 shall be construed to require the Company, Neither Purchaser nor any of its Subsidiaries representatives shall conduct any environmental testing or sampling on any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business or property sites of HCE-Rockfort or the Company and its Jamaica Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access prior to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental mediaClosing Date. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notEach Party shall, and shall cause their respective Representatives not its Affiliates and representatives to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved hold in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company strict confidence all documents and information furnished to it by another Party in connection with the Merger or any of transactions contemplated by this Agreement in accordance with the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the CompanyConfidentiality Agreement.

Access. At The Contributors will afford to the Partnership and its counsel, financial advisors, auditors and other authorized representatives (“Representatives”) reasonable access to the Contributors’ and the Companies’ financial, title, tax, corporate and legal materials and operating data and information available as of the date hereof and which becomes available to the Contributors at any time prior to the Closing Date, and will furnish to the Partnership such other information as it may reasonably request, unless any such access and disclosure would violate the terms of any agreement to which the Contributors and the Companies are bound or any applicable law or regulation, or jeopardize the availability of any privilege. The Contributors will use their reasonable best efforts to secure all times during requisite consents for the period commencing examination by the Partnership and their Representatives of all information covered by confidentiality agreements and will promptly communicate to the Partnership or its Representatives the substance of any such information, whether by redacting parts thereof or otherwise, so that disclosure would not violate any such confidentiality agreement or cause the loss of the privilege with respect thereto, and otherwise shall make all reasonable and appropriate substitute disclosure arrangements. The Contributors will cause the Companies to allow the Partnership access to and consultation with the execution lawyers, accountants, and delivery of other professionals employed by or used by the Companies for all purposes under this Agreement Agreement. Any such consultation shall occur under circumstances appropriate to maintain intact the attorney-client privilege as to privileged communications and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Timeattorney work product. Additionally, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject Contributors will afford to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent Partnership and its Representatives reasonable accessaccess to the books and records of the Contributors insofar as they relate to property, consistent with applicable Lawaccounting 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, upon reasonable advance request, to the Companies’ assets and properties; provided that such access shall be at the sole cost, books, records, Contracts expense and personnel risk of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the CompanyPartnership.

Access. At all times during From the period commencing with the execution and delivery of this Agreement and continuing date hereof until the earlier Closing Date, Seller shall cause the SRLP Entities to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent provide Acquiror and its Affiliates and Representatives with reasonable access, consistent with applicable Law, access during normal business hours, hours and upon reasonable advance request, notice to the properties, books, records, Contracts and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant tooffices, or give a third Person the right to terminate or accelerate the rights pursuant toproperties, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) books and records of the Company, any of its Subsidiaries or any third PersonsSRLP Entities; or (iv) provided that such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct normal operations of any of the business of the Company SRLP Entities and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access information related to the properties financial or Tax records of the Company and its Subsidiaries will be subject to the CompanySRLP Entities, including Tax Returns (including any supporting documents), elections, Contracts, schedules, officer’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any samplingcertificates, monitoring or analysis of soilanalyses, groundwatermemoranda, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall nottax opinions, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved information in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other TransactionsSRLP’s possession, in each case, without as may be reasonably requested by Acquiror to assess that SRLP satisfies the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree exception for partnerships that any such contact shall be arranged and supervised by Representatives meet the “qualifying income” requirement in Section 7704(c) of the CompanyCode. All requests for access The information provided pursuant to this Section 6.7 must be directed 6.1 shall constitute Information (as defined in the Confidentiality Agreement) under the Confidentiality Agreement. Nothing set forth in this Agreement shall require Seller to, or to cause any SRLP Entity to, (a) allow Acquiror and its Affiliates or Representatives to, and Acquiror and its Affiliates and Representatives shall not, conduct any sampling, boring drilling or other invasive investigation activities with respect to soil, groundwater or other media, including any Phase II Environmental Site Assessments, (b) provide Acquiror and its Affiliates or Representatives with any information regarding Seller’s businesses, assets, financial performance or condition or operations not involving the SRLP Entities, or (c) provide access to or disclose information where such access or disclosure would jeopardize any attorney-client privilege otherwise applicable with respect to such information or contravene any Law, fiduciary duty or binding agreement entered into prior to the Chief Legal Officer date hereof by the SRLP Entity providing such information. Acquiror shall, at its sole cost and expense and without any cost and expense to Seller or the SRLP Entities, restore the properties and assets of the Company SRLP Entities to at least the same condition they were in prior to the commencement of any access provided to Acquiror and its Affiliates and Representatives, including repair of any damage done or other Person designated by the Companyresulting from such access.

Access. At all times (a) Subject to compliance with applicable Law, the Company shall afford to Parent and its officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) and Parent’s financing sources and their Representatives reasonable access during normal business hours, throughout the period commencing with the execution and delivery of this Agreement and continuing until prior to the earlier to occur of the termination of this Agreement pursuant to Article VIII Effective Time and the Effective TimeTermination Date, to the Company’s and its Subsidiaries’ properties, Contracts, commitments, books and records and, during such period, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject and shall cause its Subsidiaries to, furnish promptly to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable accessand Parent’s financing sources and their Representatives all information concerning its business, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the properties, books, records, Contracts properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.2 shall be deemed to modify any representation or warranty made by the Company herein. The foregoing notwithstanding, the Company shall not be required to afford such access or furnish such information if it would unreasonably disrupt the operations of the Company and or any of its Subsidiaries and instruct Subsidiaries, would unreasonably disrupt or risk materially delaying the Company’s completion of restatements of its and their Representatives and personnel historical financial statements, would cause a violation of the confidentiality provisions of any Contract to reasonably cooperate with Parent, except that which the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries is a party, would cause a risk of a loss of privilege or would constitute a violation of any third Persons; or (iv) such documents or information are reasonably pertinent applicable Law. At the request of Parent, through the period prior to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent earlier of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) Effective Time and thereafter the Acceptance Date, the Company shall use its reasonable best efforts (which shall not include any obligation to allow the disclosure of such information (pay any fee or as much of it as possible) in a manner that would not violate incur any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries liability or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction obligation to any property or assets of third party) to obtain waivers from person who are parties to Contracts with the Company or its Subsidiaries. Any Subsidiaries that contain confidentiality provisions in order for Parent to be provided reasonable access to such Contracts. Without limiting the properties foregoing, the Company shall keep Parent apprised on a reasonably prompt basis of material developments relating to the Restatement and Related Matters and shall provide Parent two (2) Business Days’ advanced notice of the time the Company becomes Current (as defined in Annex I). If at any time the Company believes that it will not achieve the revenue, EBITDA or cash flow projections set forth in the 2007 quarterly plan attached to Section 6.2(a) of the Company Disclosure Schedule, it will promptly notify and consult in good faith with Parent with respect to such anticipated failure to achieve such projections. (b) Parent hereby agrees that all information provided to it or its Subsidiaries will Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be subject deemed to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any samplingbe Evaluation Material, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notas such term is used in, and shall cause their respective Representatives not tobe treated in accordance with, contact any employee or other service provider the confidentiality agreement, dated as of September 28, 2006, between the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of (the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the Company“Confidentiality Agreement”).

Access. At all times during (a) The Sellers and RWD Canada shall provide Transferred Employees with existing privileges and access and shall provide any Information Technology or Information Systems employees of GP US with reasonable access to the period commencing with Sellers’ and RWD Canada’s systems (whether internally or externally facing) for ninety (90) days after Closing for the execution purpose of running the Business and delivery transitioning information related to the Acquired Assets to the Buyers. Any additions or removal of this Agreement and continuing until the earlier to occur privileges or access will be handled on a case by case basis by mutual agreement of the termination of this Agreement pursuant to Article VIII Company and the Effective TimeGP US. During such ninety (90) day period, the Company shallshall maintain Sellers’ and RWD Canada’s systems (whether internally or externally facing) at the same level of performance at which they were maintained prior to Closing. (b) Immediately after the Closing, solely for purposes the Sellers, RWD Canada and RWD Colombia shall provide the Buyers with complete access to all Books and Records. As soon practicable after the Closing Date, but in no event later than one hundred twenty (120) calendar days thereafter, the Sellers shall deliver or cause to be delivered to the Buyers originals or copies, as applicable, of furthering the Merger or integration planning related thereto Books and Records (and the Sellers shall be entitled to retain a copy of such Books and Records), except that, subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives Buyers’ right to have reasonable access, consistent the Sellers shall retain and not transfer to the Buyers the Books and Records relating to personnel and payroll that the Sellers are prohibited by Law from transferring to the Buyers. The Sellers hereby acknowledge and agree that they shall not use any Books and Records for which they retain copies in a manner competitive with applicable Lawthe Business or in violation of Section 9.06 hereof. (c) For a period of five (5) years after the Closing, upon reasonable notice, the Buyers, on one hand, and the Sellers and RWD Canada, on the other hand, shall provide or cause to be provided to the other access to and permission to copy, at the requesting party’s expense, during normal business hours, upon reasonable advance request, records relating to the propertiesperiod prior to Closing and access to employees to the extent reasonably requested by the other party in connection with financial reporting matters, booksaudits, recordslegal proceedings, Contracts employee benefit claims, governmental investigations and personnel other reasonable business purposes related to the fact of their ownership or former ownership of the Company and Business; provided, however, that nothing herein (i) will obligate a party to take actions that would unreasonably disrupt the normal course of its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict business or otherwise prohibit grant access to any documents of its proprietary, confidential or classified information which does not relate to the extent that (i) any applicable Law Business or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant toAcquired Assets, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; nor (ii) access to such documents or information would give rise to the waiver of any attorney-client privilegeprevent a party from liquidating, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries striking off or otherwise result in closing any significant interference with entity (whether or not the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create entity is a risk of damage or destruction party to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental mediathis Agreement). Notwithstanding anything herein to the contrary, Parent and Merger Sub this Section 9.07 shall not, and shall cause their respective Representatives not to, contact any employee allow a party to obtain access or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company copy information in connection with an Action or other dispute. (d) The Sellers and RWD Canada shall cooperate (and cause their Representatives to cooperate) with, and provide reasonable support to, GP US and its Affiliates and Representatives to enable Buyer to timely file on a Current Report on Form 8-K and include therein the Merger or any pro forma financial information required pursuant to Article 11 of Regulation S-X (17 CFR 210). Such cooperation and support shall include reasonable assistance with respect to the review of the other Transactionshistorical accounts, in each caseassets, without liabilities and revenues necessary to prepare the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives pro forma financial statements of the Company. All requests for access pursuant Business to this Section 6.7 must be directed to filed with the Chief Legal Officer of the Company or other Person designated by the CompanySecurities and Exchange Commission.

Access. At all times during (a) From the period commencing with the execution and delivery of this Agreement and continuing date hereof until the Closing Date or the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Timein accordance with its terms, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or confidentiality obligations of Purchaser set forth herein and in the Confidentiality Agreement, and subject to the limitations as a result of COVID-19 or any COVID-19 Measuresset forth in Section 7.03(b), afford Parent Seller shall (i) give Purchaser and its Purchaser’s Representatives reasonable access, consistent with applicable Law, during normal business hours, hours and upon reasonable advance requestnotice, to the offices, properties, booksand books and records of Seller, records, Contracts and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information 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 (ii) furnish to Purchaser and Purchaser’s Representatives such financial and operating data and other information in Seller’s possession relating to the Business as Purchaser may reasonably request; provided, however, that (i) neither Purchaser nor any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person Purchaser Representative will have the right to terminate perform any investigative procedures that involve physical disturbance or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise damage to the waiver real property of any attorney-client privilege, work product doctrine Seller or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets its Affiliates (including source codeany environmental sampling or testing at such real property) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or the other informationassets of the Business without Seller’s prior written consent. Any investigation conducted pursuant to the access contemplated by this Section 6.7 7.03 shall be conducted in a such manner that does as not (i) to interfere unreasonably interfere with the conduct of the business of Seller, the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company Selling Affiliate or any of its Subsidiaries their respective Affiliates. (b) Nothing in this Agreement will impose obligations on Seller, the Selling Affiliate or any of their normal duties respective Affiliates to give Purchaser or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any Purchaser Representative access to information if such access could reasonably be expected to cause Seller, the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing Selling Affiliate or any samplingof their respective Affiliates to be in breach of any duty of confidence or any other duty or obligation under applicable Law (including antitrust and Competition Laws and Laws affecting privacy, monitoring personal information and the collection, handling, storage, processing, use or analysis disclosure of soildata); provided, groundwaterhowever, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notthat Seller shall, and shall cause the Selling Affiliate and each of their respective Representatives not controlled Affiliates to, contact any employee (i) use reasonable efforts to obtain consent to disclose information covered by a confidentiality agreement or other service provider 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 offsite storage facilities) and all relevant documentation bringing the inventory levels set forth therein forward to (A) the date of such delivery and (B) the anticipated Closing Date (such Tantalum Inventory, the “Closing Tantalum Inventory”, and such Non-Tantalum Inventory, the “Closing Non-Tantalum Inventory”). Such report shall identify and quantify in a reasonable level of detail each subcategory comprising the definition of Minimum Tantalum Inventory and Minimum Non-Tantalum Inventory and shall be accompanied by a certification of such Closing Tantalum Inventory and Closing Non-Tantalum Inventory by an executive officer of Seller. (ii) If the Closing Tantalum Inventory is less than the Minimum Tantalum Inventory, then Seller shall, as soon as reasonably practicable but in no event later than six (6) months after the 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 its Subsidiaries not involved (i) capacitor powder, work in progress and finished goods, (ii) mill work in progress, finished goods and scrap or (iii) tantalum trays, such amount of tantalum ore, K2TaF7 and scrap from a source specified as “non-conflict” as is necessary for the Business to produce the shortfall in the negotiation or consummation ordinary course, and Seller shall pay Purchaser an amount equal to the aggregate cost to the Business to produce such shortfall (calculated on the basis of the Transactions or any customer, technology or other partner, vendor or supplier aggregate weighted average conversion cost per pound incurred by the Business to produce each type of the Company shortfall in connection with the Merger or any of the other Transactions, in each case, without the Company’s three (3) months prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer 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 the Company or other Person designated immediately available funds cash in an amount equal to such shortfall calculated by the Companyreference to book value in accordance with GAAP and on a basis consistent with past practice.

Access. At all times Subject to applicable Law, 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 Effective TimeInterim Period, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent Sellers (a) shall give Buyer and its Representatives reasonable access, consistent with applicable Law, access during normal business hourshours to the offices, upon reasonable advance properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of 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, to the properties, books, records, Contracts and personnel (c) shall cooperate reasonably with Buyer in its investigation of the Company Business. It is acknowledged and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except understood that the Company may restrict no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise prohibit access to affect any documents representation, warranty or information to the extent other agreement given or made by Sellers hereunder. Buyer agrees that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver on-site inspections of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 Acquired Real Property shall be conducted in a manner that does the presence of Sellers or their Representatives. All inspections shall be conducted so as not (i) to interfere unreasonably interfere with the conduct use of the business Acquired Real Property by Sellers. Buyer agrees to indemnify and hold Sellers and their Affiliates and their respective Representatives harmless of and from all actions, suits, claims, investigations, fines, judgments, damages, losses, deficiencies, liabilities, costs and expenses (including attorneys’ fees and expenses) that arise out of or relate to physical injuries arising from Buyer’s inspection of the Company and its Subsidiaries or otherwise result in Acquired Assets (other than to the extent any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company 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 its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction this Agreement. All information obtained pursuant to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will this Section 6.4 shall be subject to the Company’s reasonable security measures terms and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider conditions of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the CompanyConfidentiality Agreement.

Access. At During the Pre-Closing Period, Seller shall, and shall cause the Sold Companies to, (i) reasonably cooperate with Buyer to facilitate the transition to Buyer on the Closing Date of the IT systems and network used in the operation of the Business or by the Sold Companies (provided that such cooperation does not unreasonably interfere with the Business or the business of Seller), and (ii) afford to Buyer, through its employees and authorized representatives, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, properties, facilities, assets, Contracts, books, financial information and records of the Sold Companies (including (x) working papers and data in the possession of Seller or the Sold Companies or its accountants and (y) IT staff in order to assess the transition of IT services to Buyer); provided that such access does not interfere unreasonably with the normal business operations of Seller or the Sold Companies; and provided, further, that such access shall not include any invasive or destructive sampling or testing of any environmental medium or building material; provided, further, Buyer shall not have access to personnel records of Seller or its Affiliates relating to individual performance or evaluation records, medical histories or other information which in Seller’s good faith opinion is sensitive or the 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 during times. Notwithstanding anything to the period commencing contrary in this Agreement, Seller and the Sold Companies shall not be required to disclose (A) any information to Buyer if Seller is advised in writing by counsel that such disclosure would be reasonably likely to (w) include competitively sensitive information (in which case such information shall be disclosed in compliance with the Joint Defense Agreement), (x) jeopardize any attorney-client privilege, or (y) violate any applicable Law or Order, (B) information relating to any sale or divestiture process conducted by Seller or its Affiliates for the Business or Seller’s or its Affiliates’ (or their Representatives’) evaluation of the Business in connection 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 Taxes or Tax returns other than information relating 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 extent available, use such alternative disclosure arrangements to provide information, documents, and access to the Buyer and its representatives, agents, employees, counsel, and advisors in a manner that would not violate applicable Law or Order or cause the loss of attorney-client privilege with respect thereto. The parties agree that the provisions of the Confidentiality Agreement shall continue in full force and effect following 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 Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the properties, books, records, Contracts and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one handClosing, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such all information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access obtained pursuant to this Section 6.7 must 5.2 shall be directed to kept confidential in accordance with the Chief Legal Officer of the Company or other Person designated by the CompanyConfidentiality Agreement.

Access. At all times during the period commencing with the execution The Company will, and delivery of this Agreement and continuing until the earlier to occur will cause each of the termination of this Agreement pursuant to Article VIII other Hasbro Companies to, (a) permit the Agent, by its representatives and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance requestagents, to inspect any of the properties, including, without limitation, corporate books, recordscomputer files and tapes and financial records of each of the Hasbro Companies, Contracts to examine and personnel make copies of the books of accounts and other financial records of each of the Hasbro Companies at such reasonable times and intervals as the Agent may determine, and (b) permit each of the Banks to discuss the affairs, finances and accounts of each of the Hasbro Companies with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Banks may designate. The Banks and the Agent agree that they will treat in confidence all financial information with respect to the Company and its Subsidiaries and instruct its all information obtained during such inspection or discussion or pursuant to 9.5 which has not become public without violation hereof, and their Representatives and personnel to reasonably cooperate with Parentwill not, except that without the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) consent of the Company, disclose such information to any of its Subsidiaries third party or any third Persons; trust or (iv) investment employee or trust or investment officer of any Bank, and, if any representative or agent of the Banks or the Agent shall not be an employee of one of the Banks or the Agent or any affiliate of the Banks or the Agent, such documents or designee shall be reputable and of recognized standing and shall agree in writing to treat in confidence the information are reasonably pertinent obtained during any such inspection and, without the prior written consent of the Company, not to disclose such information to any adverse Legal Proceeding between third party or make use of such information for personal gain. Notwithstanding the foregoing, the Company hereby authorizes the Agent and its Affiliates, on each of the one hand, and Parent and its Affiliates, on Banks to disclose information obtained pursuant to this Agreement to banks or other financial institutions who are participants or potential participants in or assignees of the other hand Loans made or to be made hereunder (provided, that prior to any such disclosure to any such participant, potential participant or assignee, such Person shall have agreed to be bound by the foregoing clause shall not restrict any Person’s rights to seek discovery provisions of this 9.10 and 22 pursuant to Law, a confidentiality agreement substantially in the form of Exhibit I hereto and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject provided to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not), and shall cause their respective Representatives not to, contact any employee where required by applicable law or other service provider of the Company required or any of its Subsidiaries not involved in the negotiation requested by governmental or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the Companyregulatory authorities.

Access. At all times during (a) To the period commencing with extent permitted by applicable Law, between the execution and delivery date of this Agreement and continuing until the earlier Closing Date, Seller will, during ordinary business hours and upon reasonable notice, (i) give Buyer and Buyer’s Representatives reasonable access to occur the Purchased Assets; (ii) permit Buyer to make such reasonable inspections thereof as Buyer may reasonably request; (iii) furnish Buyer with such financial and operating data and other information with respect to the Business as Buyer may from time to time reasonably request; and (iv) furnish Buyer with a copy of each material report, schedule, or other document principally relating to the Business filed or submitted by Seller with, or received by Seller from, any Governmental Entity; provided, however, that (i) any such investigation will be conducted in such a manner as not to interfere unreasonably with the operation of the termination Business or any other Person; (ii) Seller shall not be required to take any action which would constitute or result in a waiver of the attorney-client privilege; and (iii) Seller shall not be required to supply Buyer with any information which Seller is under a legal obligation not to supply. Buyer will indemnify and hold harmless Seller from and against any Losses incurred by Seller, its Affiliates or their Representatives by any action of Buyer or Buyer’s representatives while present on any of the Purchased Assets or other premises to which Buyer is granted access hereunder (including restoring any such premises to the condition substantially equivalent to the condition such premises were in prior to any such investigation). Notwithstanding anything in this Agreement pursuant Section 7.2 to Article VIII the contrary, (i) Buyer will not have access to personnel and medical records if such access could, in Seller’s good faith judgment, subject Seller to risk of liability or otherwise violate the Health Insurance Portability and Accountability Act of 1996 and (ii) any investigation of environmental matters by or on behalf of Buyer will be limited to visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections, and Buyer will not have the right to perform or conduct any other sampling or testing at, in, on, or underneath any of the Purchased Assets. (b) For a period of three (3) years after the Closing Date, each Party and its representatives will have reasonable access to all of the books and records relating to the Business or the Purchased Assets, including all Transferred Employee Records, in the possession of the other Party, and to the employees of the other Party, to the extent that such access may reasonably be required by such Party in connection with the Assumed Obligations or the Excluded Liabilities, or other matters relating to or affected by the operation of the Business and the Effective Time, Purchased Assets. Such access will be afforded by the Company shall, solely for purposes applicable Party upon receipt of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent reasonable advance notice and its Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the properties, books, records, Contracts and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall will be conducted in such a manner that does as not (i) to interfere unreasonably interfere with the conduct operation of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company Party or its Subsidiariesrespective Affiliates. Any The Party exercising the right of access hereunder will be solely responsible for any costs or expenses incurred by either Party in connection therewith. If the Party in possession of such books and records desires to dispose of any such books and records prior to the properties expiration of the Company and its Subsidiaries will be subject such seven-year period, such Party will, prior to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any samplingsuch disposition, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of give the other Transactions, in each case, without the CompanyParty a reasonable opportunity at such other Party’s prior written consent, expense to segregate and Parent take possession of such books and Merger Sub acknowledge and agree that any records as such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the CompanyParty may select.

Access. At all times during (a) Subject to the period commencing with Confidentiality Agreement, from the execution and delivery Execution Date until the earlier of (i) termination of this Agreement and continuing until (ii) the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective TimeClosing, the Company shallSeller will, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures(w) upon reasonable notice, afford Parent give Purchaser and its Representatives employees, accountants, financial advisors, counsel and other representatives reasonable access, consistent with applicable Law, access during normal business hours, upon reasonable advance request, hours to the offices, properties, booksbooks and records of Seller relating to the Acquired Assets, recordsthe Assumed Liabilities, Contracts and personnel the Wafer Business; (x) furnish to Purchaser such financial and operating data and other information relating to the Acquired Assets, the Assumed Liabilities, and the Wafer Business as may be reasonably requested; and (y) instruct the executive officers and senior business managers, Employees, counsel, auditors and financial advisors of the Company and its Subsidiaries and instruct its and their Representatives and personnel Seller to reasonably cooperate with ParentPurchaser’s employees, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant toaccountants, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or counsel and other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law)representatives; provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (iA) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated all activities covered by this Section 6.7 8.2(a) shall be at the sole cost and expense of Purchaser and (B) that any such activities pursuant to this provision shall be conducted in a such manner that does as not (i) to interfere unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental mediaSeller. Notwithstanding anything herein to the contrary, Parent no such investigation or examination shall be permitted to the extent that it would require Seller to disclose information, (i) subject to attorney-client privilege or that conflicts with any confidentiality obligations to which Seller is bound, (ii) related to pricing or other matters that are highly competitively sensitive or (iii) that would otherwise in the exercise of Seller’s good faith judgment, be inappropriate in light of the Bankruptcy Case. (b) Purchaser shall cooperate with Seller and Merger Sub shall notmake available to Seller such documents, books, records or information Transferred to Purchaser and relating to activities of the Acquired Assets, the Assumed Liabilities, and shall cause their respective Representatives not to, contact the Wafer Business prior to the Closing as Seller may reasonably require after the Closing in connection with any employee Tax determination or other service provider contractual obligations to Third Parties or to defend or prepare for the defense of any claim against Seller or to prosecute or prepare for the prosecution of claims against Third Parties by Seller relating to the conduct of the Company Wafer Business by Seller prior to the Closing or in connection with any governmental investigation of Seller or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree Affiliates; provided that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access activities pursuant to this provision shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Purchaser. (c) No party shall destroy any files or records which are subject to this Section 6.7 must be directed 8.2 without giving reasonable notice to the Chief Legal Officer other parties, and within 15 days of receipt of such notice, any such other party may cause to be delivered to it the Company or records intended to be destroyed, at such other Person designated by the Companyparty’s expense.

Access. At all times during the period commencing with the execution Each Credit Party shall (and delivery of this Agreement and continuing until the earlier to occur Parent shall ensure that each member of the termination Restricted Group will) permit either representatives and independent contractors of this Agreement pursuant to Article VIII the Administrative Agents and the Effective TimeRequisite Lenders access at all reasonable times and on reasonable notice at the risk and cost of the Credit Parties to: (i) inspect the headquarters of Borrower or any Facility of any Credit Party; provided that in the case of any such Facility that is operated as a school, access shall be limited to non-school hours when parents and students will not generally be present at such Facility; (ii) inspect the Company shallassets, solely for purposes books, accounts and records of furthering each member of the Merger or integration planning related thereto Restricted Group and to take copies and extracts from such books, accounts and records subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the properties, books, records, Contracts and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that proviso in clause (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contractabove; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; and (iii) access would result in meet and discuss matters with senior management; provided that, excluding any such visits and inspections during the disclosure continuation of any trade secrets (including source code) an Event of Default, only the Administrative Agents on behalf of the Company, Requisite Lenders may exercise rights of the Administrative Agents and the Requisite Lenders under this Section 5.12 and the Administrative Agents shall not exercise such rights more often than two times during any of its Subsidiaries or any third Persons; or calendar year and only one (iv1) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause time shall not restrict any Personbe at Borrower’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law)expense; provided, further, that when an Event of Default exists, the Company shall give written notice to Parent Administrative Agents or other representative on behalf of the fact that it is withholding such information or documents pursuant to clauses Requisite Lenders (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives representatives or independent contractors) may do any of the foregoing at the expense of Borrower at any time during normal business hours and upon reasonable advance notice. Notwithstanding anything to prepare the contrary in this Section 5.12, neither Borrower nor any reportsRestricted Subsidiary shall be required to disclose, analysespermit the inspection, appraisalsexamination or making copies or abstracts of, opinions or discussion of, any document, information or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner matter that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries constitutes non-financial trade secrets or otherwise result in any significant interference with the prompt and timely discharge by officersnonfinancial proprietary information, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk in respect of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access which disclosure to the properties of the Company and its Subsidiaries will be Administrative Agents or any Lender (or their respective representatives or contractors) is prohibited by applicable law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product. The Administrative Agents and the CompanyLenders shall give Borrower the opportunity to participate in any discussions with Borrower’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the CompanyAuditors.

Access. At Upon reasonable prior notice to Seller, Purchaser and its agents, employees, consultants, lenders and representatives shall have reasonable access to the Property and all times books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Purchaser; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the period commencing 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 execution and delivery 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 Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing until right of reasonable access to the earlier Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to occur 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 the extent caused by any entry and/or activities upon the Property by Purchaser, Purchaser’s agents, contractors and/or subcontractors, provided, however, Purchaser shall not indemnify Seller against any Claims caused by Seller’s negligence or willful misconduct, or Claims arising out of conditions that were present before Purchaser entered the Property, except to the extent that Purchaser’s activities (a) are unreasonable in the context of the information provided to Purchaser, or reasonably evident to Purchaser, with respect to such existing condition, and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the properties, books, records, Contracts and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the CompanyClosing.

Access. At all times Seller will (a) during the period commencing with the execution ordinary business hours and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Timeupon ------ reasonable notice from Buyer, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent permit Buyer and its Representatives reasonable accessauthorized representatives to have access to all Purchased Assets, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the properties, including without limitation books, records, Contracts offices and personnel other facilities and properties of the Company 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 Subsidiaries authorized representatives such financial and instruct its operating data and their Representatives other information in Seller's possession with respect to the Purchased Assets as Buyer may from time to time reasonably request, (c) make available copies of all insurance policies covering the Purchased Assets and personnel the Assumed Liabilities, (d) make available to reasonably cooperate with Parentthe Buyer a copy of each material report, except that the Company may restrict schedule or otherwise prohibit access to any documents or information other document (to the extent accessible to Seller without undue effort) filed or received by the Seller since November, 1996 with respect to the Purchased Assets with any Governmental Authority having jurisdiction over the Purchased Assets and (e) otherwise reasonably cooperate in the examination or audit of the Business by Buyer; provided, however, that (i) any applicable Law or Contract requires such inspection shall be -------- -------- conducted in such a manner as to not interfere unreasonably with the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant tooperation of the Purchased Assets, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access neither the Seller nor the Company shall be required to such documents or information take any action that would give rise to the constitute a waiver of any attorney-the attorney- client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in neither the disclosure of Seller nor the Company need supply the Buyer with any trade secrets (including source code) of information that the Company, any of its Subsidiaries or any third Persons; or Seller is legally prohibited from supplying and (iv) such documents or with respect to customer data, Buyer's employees may only review customer data information are reasonably pertinent to any adverse Legal Proceeding between at the Company premises of the Business and its Affiliates, on in the one hand, presence of representatives of Seller and Parent and its Affiliates, on the other hand (provided, that the foregoing clause Buyer shall not restrict any Person’s rights to seek discovery pursuant to Lawmake copies of such information. Without Seller's prior written consent, and nothing herein Buyer shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information not be entitled or documents pursuant to clauses permitted (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (perform or as much of it as possible) in a manner that would not violate cause to be performed any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries invasive actions or any of their respective Representatives to prepare any reportsdrilling, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage to initiate any inquiry or destruction request (including any inquiry or request relating to any property zoning variance, zoning change or assets conditional use permit) directed at any governmental official with respect to the Real Property; provided, however, that nothing in this clause shall be deemed to prevent Buyer from inspecting or reviewing any or all records of any federal, state, or local governmental authority. Buyer shall immediately repair any and all damage resulting from the acts or omissions of Buyer or Buyer's agents, employees, contractors, representatives or subcontractors relating to the whole or any part of the Company or 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 Subsidiaries. Any access authorized representatives in and about the Real Property prior to the properties Closing or earlier termination of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the CompanyAgreement.

Access. At all times during (a) From the period commencing with the execution and delivery of this Agreement and continuing date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective TimeClosing Date, the Company Seller shall, solely for purposes at the prior written request of furthering Buyer, (i) give Buyer and its Representatives, who are bound by the Merger or integration planning related thereto subject Mutual Confidentiality Agreement, reasonable access during Working Hours to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent offices and its Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the properties, books, and to copies of books and records, Contracts and personnel of the Company Group subject in all respects to any and its Subsidiaries all restrictions and instruct its and their Representatives and personnel protections related to reasonably cooperate with Parent, except that the COVID-19 virus (or any variant or strain thereof) applicable to the Company may restrict Group or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires Seller and the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such ContractGroup have in effect; (ii) access furnish to Buyer and its Representatives, who are bound by the Mutual Confidentiality Agreement, such documents or financial and operating data and any other information would give rise relating to the waiver Company Group and in the possession of any attorney-client privilege, work product doctrine Seller or other privilege applicable to the Company Group members as such documents or informationPersons may reasonably request; and (iii) access would result in instruct the disclosure of any trade secrets (including source code) employees, counsel and financial advisors of the Company, any Company Group to cooperate with Buyer in its investigation of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other informationGroup. Any investigation conducted pursuant to the access contemplated by this Section 6.7 5.04 shall be conducted in a such manner that does as not (i) to interfere unreasonably interfere with the conduct of the business of Company Group or to violate any policies and procedures related to the COVID-19 virus (or any variant or strain thereof) that Seller or the Company and its Subsidiaries Group has in effect or otherwise result in any significant interference with as required by a Governmental Authority or state Governor. Notwithstanding the prompt and timely discharge by officersforegoing, employees and other authorized Representatives of the Company (A) Seller shall not be required to provide or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction cause to any property or assets of the Company or its Subsidiaries. Any be provided access to or disclose or cause to be disclosed information where such access or disclosure would jeopardize the attorney-client or other privilege, contravene any Applicable Law or Contract or contravene any confidentiality undertaking; and (B) prior to the Closing Date and unless otherwise expressly required by any Governmental Authority, Buyer shall have no right to perform or cause to be performed any invasive or subsurface investigations of the properties of the Company and its Subsidiaries will be subject to Group, including any sampling or testing of the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any samplingair, monitoring or analysis of soil, surface water, groundwater, building materials, indoor air, materials or other environmental media, unless Seller consents in writing to such investigations, which consent may be withheld in Seller’s sole discretion. Notwithstanding anything herein All information provided or obtained pursuant to this Section 5.04 shall be kept confidential by Buyer and its Representatives in accordance with the contraryMutual Confidentiality Agreement. (b) From the date hereof until the Closing Date, Parent and Merger Sub without Seller’s prior written consent, Buyer shall not, and shall cause their respective Representatives its Affiliates not to, contact any employee customers, vendors or suppliers of, or other service provider of third parties having business relationships with, the Company or any of Group members, provided that if Seller provides its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged conducted in compliance with the terms of the Mutual Confidentiality Agreement and supervised by Representatives of Seller shall be entitled to reasonable notice of, and participation in, all such meetings. Notwithstanding the Company. All requests for access pursuant to foregoing, this Section 6.7 must be directed 5.04(b) shall not restrict Buyer or its Affiliates from any such contact does not relate to the Chief Legal Officer of Company Group, this Agreement or the Company or other Person designated by the Companytransactions contemplated hereby.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company (a) The Companies shall, solely for purposes of furthering through the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 MeasuresClosing Date, afford Parent upon reasonable notice and its Representatives reasonable access, consistent with applicable Law, during normal business hours: (i) make available in the Data Room for inspection by the counsel, upon reasonable advance requestauditors and representatives of UEC, to all of the properties, Companies’ respective books, records, Contracts contracts, documents, correspondence and personnel other written materials, and afford such Persons every reasonable opportunity to make copies thereof and take extracts therefrom at the sole cost of UEC; (ii) authorize and permit such Persons at the risk and the sole cost of UEC, and only if such Persons do not unduly interfere in the operations of the Company Companies, to attend at all of its respective places of business and operations to observe the conduct of its Subsidiaries business and instruct operations, inspect its properties and their Representatives assets and make physical counts of its inventories, shipments and deliveries; and (iii) require the Companies’ management personnel to reasonably cooperate with Parentrespond to all reasonable inquiries concerning the business, except that Liabilities, assets, and the Company may restrict or otherwise prohibit access to any documents or information conduct of its business. (b) UEC shall, for a period of at least five business days prior to the extent that Closing Date, upon reasonable notice and during normal business hours: (i) any applicable Law or Contract requires make available for inspection by the Company counsel, auditors and representatives of the Pacific Road Funds and the Companies, at such location as is appropriate, all of UEC’s books, records, contracts, documents, correspondence and other written materials, and afford such Persons every reasonable opportunity to restrict or otherwise prohibit access to make copies thereof and take extracts therefrom at the sole cost of the Pacific Road Funds and the Companies; provided such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person Persons do not unduly interfere in the right to terminate or accelerate the rights pursuant to, such Contract; operations of UEC; (ii) access authorize and permit such Persons at the risk and the sole cost of the Pacific Road Funds and the Companies, and only if such Persons do not unduly interfere in the operations of UEC, to such documents or information would give rise attend at all of its places of business and operations to observe the waiver conduct of any attorney-client privilegeits business and operations, work product doctrine or other privilege applicable to such documents or informationinspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries require UEC’s management personnel to respond to all reasonable inquiries concerning UEC’s business assets or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the its business of the Company relating to its Liabilities and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the Companyobligations.

Access. At (a) On and after the Effective Date and during the Term of this Agreement (as hereafter defined), the Liquidating Trust shall cooperate with the Borrower Claims Trust and the Borrower Claims Trustee by: (i) affording reasonable access, upon reasonable advance notice, during regular business hours unless otherwise agreed by the parties, to such employees of the Liquidating Trust as the Borrower Claims Trustee deems reasonably necessary to assist in the resolution of Disputed Borrower Claims. For purposes of the foregoing, (i) access shall include, access by telephone, periodic meetings, interviews and appearance of such employees as witnesses (by affidavits, at depositions and at trials, as necessary) and their availability for preparation as a witness or deponent in proceedings and (ii) “employees of the Liquidating Trust” means individuals that are employed by the Liquidating Trust at the time such access is requested to be afforded; and (ii) in accordance with Article XIII.E of the Plan, affording access to the Borrower Claims Trustee to books and records reasonably required to fulfill the Borrower Claims Trust Functions, including computer generated or computer maintained books and records and computerized data, as well as electronically generated or maintained books and records or data, along with books and records of the Debtors maintained by or in possession of third parties (the “Books and Records”), which Books and Records shall include mortgage loan files, mortgage loan servicing notes, Borrower litigation files, e- mail records, contracts, financial records, reports and any and all other work product generated by or on behalf of the Debtors, and any and all communications with Debtors’ agents and professionals, and documents and other instruments relating to the Debtors’ origination and servicing of mortgage loans; provided, however, that the Liquidating Trust shall not be responsible for such Books and Records that may have been lost (notwithstanding reasonable good faith efforts to locate such Books and Records), damaged or destroyed prior to the Effective Date. (b) Notwithstanding the access afforded by the Liquidating Trust to the Books and Records under subsection (a) above, such Books and Records shall at all times during the period commencing with Term remain in the execution custody and delivery of this Agreement and continuing until under the earlier to occur control of the termination Liquidating Trust; provided, however, that the Borrower Claims Trust shall be permitted to make copies of this Agreement pursuant to Article VIII the Books and the Effective TimeRecords, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measuresportion thereof, afford Parent and its Representatives reasonable accessor request the Liquidating Trust to make such copies, consistent with applicable Lawincluding electronic copies, during normal business hours, upon reasonable advance request, to at the properties, books, records, Contracts and personnel expense of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information Liquidating Trust to the extent that reasonable under the circumstances. (ic) In determining whether any applicable Law or Contract requires request of the Company to restrict or otherwise prohibit Borrower Claims Trust for access to such employees of the Liquidating Trust or the Books and Records is reasonable in the circumstances, there shall be taken into account whether the relevant information could otherwise be obtained from documents already in the custody, possession or information control of the Borrower Claims Trust or providing professionals or agents otherwise employed or retained by the Borrower Claims Trust. (d) The Liquidating Trust shall use reasonable efforts to afford the access provided for in subsection (a) above in a timely manner, so as to such documents or information would violate or cause a default pursuant to, or give a third Person enable the right Borrower Claims Trustee to terminate or accelerate timely pursue the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver resolution of any attorney-client privilegeDisputed Borrower Claims and otherwise timely fulfill the Borrower Claims Trust Functions, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) it being understood that time may be of the Company, any essence in certain instances in order to comply with court hearing or filing deadlines or to avoid the application of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law)statutes of limitation; provided, however, that the Company in all cases such access shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably unduly interfere with the conduct of the business operations and affairs of the Company Liquidating Trust upon the reasonable determination of the Liquidating Trust Manager; and its Subsidiaries or otherwise provided further that the Liquidating Trust shall not be required to (i) afford such access to the extent that it would result in a waiver of any significant interference with privilege, including attorney-client privilege, available to the prompt and timely discharge by officersLiquidating Trust where, employees and other authorized Representatives in the reasonable judgment of the Company Liquidating Trust, such waiver would materially and adversely affect the ability of the Liquidating Trust to conduct its operations and affairs, to preserve or prosecute any of its Subsidiaries of their normal duties claims that are or that may be available to it or to defend any claims or actions which have or may be asserted against it or (ii) create a risk continue to employ any individual (whether access to such employee has been provided in the manner contemplated by this Section 2.1 or otherwise). (e) The Liquidating Trust shall from time to time designate by written notice to the Borrower Claims Trust (i) an employee (the “Coordinator”) for the purpose of damage or destruction receiving requests for access to any property or assets employees of the Company Liquidating Trust and Books and Records and coordinating the response of the Liquidating Trust to such requests and (ii) an employee to receive such requests in the event the Coordinator is unavailable (the “Alternate Coordinator”). The initially designated Coordinator and Alternate Coordinator are set forth on Schedule I to this Agreement. In the event that the Coordinator and Alternate Coordinator are for any reason unavailable or the Borrower Claims Trustee believes that the Borrower Claims Trust has not been provided access in the manner contemplated by this Section 2.1, the Borrower Claims Trustee shall also be permitted to communicate with the Liquidating Trust Manager for such purposes. (f) All requests for access, as contemplated by this Section 2.1, shall be delivered to the Liquidating Trust, and all communications in respect of such request shall be conducted on behalf of the Borrower Claims Trust by the Borrower Claims Trustee or an employee or agent of the Borrower Claims Trust designated by written notice to the Liquidating Trust. At the request of the Borrower Claims Trustee, the Liquidating Trust shall also afford access to employees of the Liquidating Trust and Books and Records, as provided in subsection (a), to those professionals and agents of the Borrower Claims Trust (including, without limitation, counsel, accountants and financial advisors) who have been identified to the Liquidating Trust in each instance by the Borrower Claims Trustee. (g) The access to employees of the Liquidating Trust and Books and Records contemplated by this Section 2.1 shall be given by the Liquidating Trust at its Subsidiaries. Any own expense, including as provided in subsection (b) above; provided, however, that the Liquidating Trust shall not be responsible for any costs and expenses incurred by the Borrower Claims Trust with respect to such access, including the costs and expenses of any agents, professionals or contractors retained by the Borrower Claims Trust for the purpose of obtaining access to the properties employees of the Company Liquidating Trust or the Books and its Subsidiaries will be subject Records or performing any Borrower Claims Trust Functions in respect thereof; provided further that nothing herein shall require the Borrower Claims Trust to hire any professional or agent, or to incur any particular cost or expense, in order to gain access to the Company’s reasonable security measures and insurance requirements and will not include employees of the right to operate any equipment or perform invasive or subsurface testing Liquidating Trust or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent Books and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised Records as contemplated by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the Company2.1.

Access. At all times Subject to the provisions of the Confidentiality Agreements and to applicable Legal Requirements, during the period commencing from the date of this Agreement through the Closing Date (the "Pre-Closing Period"), Seller will, after receiving reasonable advance notice from Purchaser, give Purchaser reasonable access (during normal business hours) to the Boulder Facility and to Seller's books and records relating to the Specified Assets and relating to those Available Employees who consent in writing to such access (the "Consenting Employees"), and will provide Purchaser with such information regarding the execution Specified Assets, the Consenting Employees and delivery any other appropriate matters germane to the subject matter of this Agreement and continuing until the earlier Ancillary Agreements as Purchaser may reasonably request, for the sole purposes of enabling Purchaser (i) to occur of further investigate, at Purchaser's sole expense, the termination Specified Assets, the Consenting Employees and any other appropriate matters germane to the subject matter of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent Ancillary Agreements and its Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the properties, books, records, Contracts and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents verify the accuracy of the representations and warranties set forth in Section 2; provided, however, that except as provided in Section 5.5, Purchaser will not (without Seller's approval, which will not be unreasonably withheld) contact or information would give rise otherwise communicate with any of the Available Employees. To the extent requested by Purchaser, Seller will arrange to the waiver permit Purchaser to conduct interviews of any attorneyof the Available Employees during the Pre-client privilege, work product doctrine or other privilege applicable Closing Period. Seller will request the consent of the Available Employees to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives personnel files to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the CompanyPurchaser.

Access. At Eldorado shall make available to CSBI all times during the period commencing information regarding Eldorado that CSBI reasonably may request and shall authorize all reasonable visits to Eldorado's premises with the execution such staff, consultants and delivery of this Agreement experts as CSBI reasonably may request. CSBI agrees to coordinate closely all such activities with Eldorado's President or Chief Financial Officer and continuing until the earlier to occur conduct any such inquiries with appropriate discretion and sensitivity to Eldorado's relationships with its employees, customers and suppliers. The Parties acknowledge that certain of the termination of this Agreement information made available to one another pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the properties, books, records, Contracts and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company 5.3 and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger 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 TransactionsParty given following any termination of this Agreement, in it and each caseof its Representatives either shall return to such other Party all Confidential Information received by it and its Representatives (including all compilations, analyses or other documents prepared by it that contain Confidential Information) or shall certify that the same has been destroyed. As used herein, Confidential Information shall not include (i) information that is or becomes generally available to the public other than as a result of a breach of this Agreement, (ii) information that the receiving Party demonstrates was known to it on a non-confidential basis prior to receiving such information from the other Party, (iii) information that the receiving Party develops independently without the Company’s prior written consentrelying on Confidential Information, and Parent and Merger Sub acknowledge and agree (iv) information that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed becomes available to the Chief Legal Officer of receiving Party on a non-confidential basis from another source if the Company or other Person designated source was not known to be, and not reasonably believed by the Companyreceiving Party to be, subject to any prohibition against disclosing such information.

Access. At (a) Subject to all times during applicable Laws (including any banking rules, regulations of any Governmental Authority and any requirements in relation to the period commencing with Banking Licenses) and the execution and delivery other provisions of this Agreement and continuing Section 7.6, until the earlier to occur of the termination of this Agreement pursuant to Article VIII IX and the Effective Time, the Company shall, solely for purposes of furthering shall upon reasonable prior notice provided by the Merger or integration planning related thereto subject to Parent Group and at the restrictions or limitations as a result of COVID-19 or any COVID-19 MeasuresParent Group’s sole expense, afford Parent Group’s officers and its other authorized Representatives reasonable access, consistent with applicable Law, during normal business hours, upon at all reasonable advance request, times to the Company’s or its Subsidiaries’ (as applicable) Contracts, books and records (in each case, whether in physical or electronic form) and officers, as well as properties, booksoffices and other facilities, recordsand, Contracts all other information and documents concerning its business, financial condition and operations, properties and personnel as Parent Group may reasonably request; provided, that with respect to any discussions regarding future employment terms and any Banking Licenses, such access shall be done in coordination with the Company, provided further, that any such access or furnishing of information shall be under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company and its Subsidiaries. (b) Without limiting the foregoing, the Company will provide to Parent Group, simultaneously with their provision of the same to any shareholder of the Company, with a copy of the true and correct unaudited consolidated statements of financial position and related consolidated statements of income and cash flows of the Company and its Subsidiaries for the most recent month-end prepared using the books and instruct records of the Company and its Subsidiaries delivered to the shareholders after the date hereof. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and their Representatives (ii) the type that the Registrant treats as private or confidential. (c) Notwithstanding anything to the contrary in this Agreement, nothing in this Section 7.6 shall require and personnel shall not be construed to reasonably cooperate with Parent, except require the Company to provide the Parent Group or its Affiliates any access or furnish any such information that the Company may restrict or otherwise prohibit access to any documents or information to the extent that reasonably believes would (i) result in the disclosure of any applicable Law trade secrets of any third parties or Contract requires breach of the terms of any confidentiality obligations, to which the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant toany of its Subsidiaries is bound, or give in any agreement with a third Person party entered into prior to the right to terminate or accelerate the rights pursuant todate of this Agreement, such Contract; (ii) access to such documents result in a violation of, or information would give rise to contravene, any applicable Laws, fiduciary duty or Contract of the Company or its Subsidiaries, (iii) compromise or constitute a waiver of any attorney-client or attorney work product privilege or other legal privilege of the Company or its Affiliates, and all such information that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege applicable shall remain entitled to such documents protection under these privileges, this Agreement, and under the joint defense doctrine, or information; (iiiiv) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries sensitive or any third Persons; or (iv) such documents or personal information are reasonably pertinent to any adverse Legal Proceeding between that would expose the Company and its Affiliatesto the risk of liability, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); providedhowever, that the Company shall give written notice to notify Parent Group when information or records are being withheld because of restrictions that are based on any of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of foregoing clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the Company.

Access. At all times during the period commencing with the execution (a) Seller will authorize and delivery of this Agreement permit Company, its representatives, accountants and continuing until the earlier counsel, to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access, consistent with applicable Law, have access during normal business hours, upon reasonable advance request, to the properties, books, records, Contracts on notice and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to in such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall manner as will not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the businesses of Seller, to 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 other documents and to discuss the business affairs, condition (financial and otherwise), assets and liabilities of Seller with such third 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 Company 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 Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives audits of the Company or any books and records 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 will Seller as may be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the requested by Company in connection with the Merger or any its review of the other Transactionsforegoing matters. (b) The Chairman of the Board or President of Company, or in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact their absence another representative of Company shall be arranged invited by Seller to attend all regular and supervised special Board of Directors and committee meetings of Seller from the date hereof until the Effective Time. Seller shall inform Company of all such Board meetings at least 5 Business Days in advance of each such meeting; provided, however, that the attendance of such representative of Company shall not be permitted at any meeting, or portion thereof, for the sole purpose of discussing the transaction contemplated by Representatives this Agreement or the obligations of the Company. All requests for access pursuant to Seller under this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the CompanyAgreement.

Access. At Seller (i) shall give to Buyer and to its representatives (such representatives to include employees, consultants, independent contractors, attorneys and other advisors of Buyer) full access to 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 Properties and the Effective TimeRecords, as well as all of the Company shalloffices, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the propertiespersonnel, books, files, records, Contracts contracts, correspondence, computer output and personnel data files (to the extent Seller has the right to make same available), maps, data, reports, plats and other documents of Seller or to which Seller has access pertaining to any of the Company Properties including all abstracts of title, lease files, unit files, production marketing files, title policies, title opinions, title files and title records, ownership maps, surveys and any other information, data, records, and files which Seller may have (or have access to) relating in any way to the Properties, the past or present operation thereof and the marketing of production therefrom (and Buyer shall have the right to copy same); (ii) shall obtain and submit to Buyer or its Subsidiaries representatives, at Buyer’s expense, as promptly as practicable, such abstracts, title reports, status reports, certificates of title, certificates of facts and instruct its and their Representatives and personnel other evidence of title covering the Properties as requested by Buyer; (iii) shall furnish to Buyer all other information with respect to the Properties as reasonably cooperate with Parentrequested by Buyer, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) Seller is prohibited therefrom by any applicable Law agreement or Contract requires the Company contract to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that which it is withholding such information a party or documents pursuant to clauses (i) through (iv) and thereafter the Company of which it is a beneficiary; provided that Seller shall use its reasonable best efforts to allow promptly obtain the disclosure waiver of any such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through prohibition; (iv). Nothing ) hereby authorizes Buyer and its representatives to consult with attorneys, abstract companies and other consultants or independent contractors of Seller (whether utilized in this Section 6.7 shall be construed the past or presently) concerning title related matters; and (v) hereby authorizes Buyer and its representatives to require consult with any other parties or review any records deemed necessary by Buyer to ascertain the Company, status for any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant matter relating to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with Properties, including the conduct right inspect the environmental condition of the business Properties and conduct testing in connection therewith. With respect to computerized materials which are owned by Seller, over which Seller has control or to which Seller has access, Seller shall make available such materials to Buyer to the extent it is not prohibited from so doing by existing contractual commitments and will use its reasonable best efforts to make available to Buyer after the Closing the use of any computer services which Buyer reasonably desires to utilize in the ownership or operation of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the CompanyProperties.

Access. At (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 notice, to all times during information, wherever located, obtained by Raintree or the period commencing Company from Bancomer under the Bancomer Agreement or from any advisors or other source with respect to the execution and delivery Transactions under the control or direction of this Agreement and continuing until Raintree and/or the earlier to occur Company. (b) In the event of the termination of this Agreement pursuant Agreement, Buyer shall promptly deliver to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the properties, books, records, Contracts and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of all original documents, work papers and other material obtained by Buyer or on its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company behalf from Raintree and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reportsagents, analyses, appraisals, opinions employees or other informationrepresentatives as a result hereof or in connection herewith whether so obtained before or after the execution hereof. Any investigation conducted pursuant Buyer shall at all times prior to the access 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 by this Section 6.7 hereby. The foregoing shall be conducted in a manner that does not preclude Buyer from (i) unreasonably interfere with the conduct of the business of disclosing any information obtained from Raintree or the Company and its Subsidiaries to Buyer's consultants, accountants, legal advisors or otherwise result 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 any significant interference with the prompt and timely discharge by officersviolation of this Agreement, employees and (iii) using or disclosing of such information that becomes available to Buyer on a non-confidential basis from a source other authorized Representatives of than Raintree, the Company or any Raintree's or the Company's agents provided that such source does not have an obligation prohibiting the disclosure of its Subsidiaries of their normal duties such information, (iv) disclosure to Buyer's officers, directors and/or affiliates or (iiv) create a risk of damage disclosing such information required by Law or destruction to any property or assets court order, provided, that, as soon as Buyer has knowledge of the requirement for such disclosure, Buyer will promptly give the Company or its Subsidiaries. Any access to the properties oral and then written notice of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider nature of the Company Law or any of its Subsidiaries not involved order requiring disclosure and the disclosure to be made in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the Companyaccordance therewith.

Access. At all times during During the period commencing with the execution and delivery pendency of this Agreement Agreement, Purchaser, personally or through its authorized agents, shall be entitled upon reasonable advance notice to the applicable Seller Party to enter upon the Real Property during normal business hours and continuing until shall have the earlier right to occur of the termination of this Agreement pursuant to Article VIII make such investigations, studies and the Effective Timeanalyses as Purchaser deems necessary or advisable, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions following 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 limitations as 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 result of COVID-19 de minimis extent); (d) neither Purchaser nor its agents shall damage the Real Property or any COVID-19 Measuresportion thereof (except to a de minimis extent); (e) before Purchaser or its agents enter onto the Real Property, afford Parent and its Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, Purchaser shall deliver to the propertiesapplicable Seller Party a certificate of insurance naming the applicable Seller Party as an additional insured, booksevidencing commercial general liability insurance (including property damage, recordsbodily injury and death) issued by an insurance company having a rating of at least “A-VII” by A.M. Best Company, Contracts with limits of at least $1,000,000 per occurrence for bodily or personal injury or death and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that $2,000,000 aggregate per location; (f) Purchaser shall: (i) any applicable Law or Contract requires the Company use reasonable efforts to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contractperform all on-site due diligence reviews on an expeditious and efficient basis; and (ii) access to such documents indemnify, hold harmless and defend the Seller and the Seller Parties against, and hold each of them harmless from, all loss, liability, claims, costs (including reasonable attorneys’ fees), liens and damages resulting from or information would give rise relating to the waiver activities of any attorney-client privilege, work product doctrine Purchaser or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law)agents; provided, however, that the Company Purchaser shall give written notice to Parent of the fact that it is withholding such information not indemnify, hold harmless or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger defend Seller or any of the other TransactionsSeller Parties against any loss, in each caseliability, claims, costs (including reasonable attorney’s fees), liens or damages caused by any Seller Party’s negligence or willful misconduct, or which arise out of the mere discovery of conditions that were present before Purchaser entered onto the Real Property, and (g) without the CompanySeller’s prior written consent, and Parent and Merger Sub acknowledge and agree that which Seller may give or withhold in its absolute discretion, Purchaser shall not conduct any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company Phase II investigations, soil borings or other Person designated by invasive tests on or around the CompanyReal Property. The foregoing indemnification obligation shall survive the Closing or termination of this Agreement.

Access. At all times Prior to the Closing, the Seller shall afford to the Buyer, its Representatives (including, but not limited to any potential financing source), inspectors, appraisers and engineers reasonable access (during the period commencing normal business hours and in such a manner as not to unreasonably interfere with the normal operation of the Seller or its Selling Subsidiaries) to their respective properties (including any Acquired Properties and any other assets or liabilities to be acquired or assumed by the Buyer pursuant to this Agreement), and all other information the Buyer may reasonably request (including reasonable access to the employees of the Seller or any Affiliate thereof), including access to inspect such properties and assets and review the Books and Records and other financial, operational, environmental, health, safety and other records of the Seller and its Selling Subsidiaries, including for purposes of conducting environmental assessments, in each case, as the Buyer and its Representatives may reasonably request. Notwithstanding the foregoing, except as otherwise set forth herein, the Buyer hereby agrees that with respect to any such investigation, inspection, interview or solicitation of information, the Buyer shall comply with the terms, conditions and obligations of the Buyer set forth in Sections 1 through 7 of that certain Access and Due Diligence Agreement dated as of October 3, 2014, among the Seller and certain Affiliates thereof and the Buyer (the “Access and Due Diligence Agreement”) to the same extent as if such sections were set forth in their respective entireties in this Agreement, and notwithstanding that such Access and Due Diligence Agreement will automatically terminate upon the execution of this Agreement. The Buyer’s indemnity and delivery insurance obligations under this Section 6.2 shall survive the Closing or termination of this Agreement and continuing until for 6 months; the earlier to occur of Buyer’s confidentiality obligations under this Section 6.2 shall survive the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes a period of furthering the Merger one (1) year. The Buyer hereby agrees that no such environmental or integration planning related thereto subject to the restrictions or limitations as other investigation shall involve a result of COVID-19 “Phase II” assessment or any COVID-19 Measuresother inspection which involves the movement, afford Parent and its Representatives reasonable accessdisassembly or other intrusion of or with respect to, consistent with applicable Lawany Acquired Property, during normal business hours, upon reasonable advance request, to shall be performed without the properties, books, records, Contracts and personnel prior written consent of the Company Seller. It is acknowledged and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except agreed that the Company may restrict or otherwise prohibit such access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment interview the tenants or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to subtenants under the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider Space Leases upon the prior written consent of the Company Seller, which consent shall not be unreasonably withheld, conditioned or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written delayed. Upon such consent, the Seller shall arrange Buyer’s requested meeting with tenants at mutually agreeable times and Parent and Merger Sub acknowledge and agree that the Seller’ Representatives shall be entitled to attend any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the Companymeetings.

Access. At all times during Commencing upon the period commencing execution of this Agreement by Buyer and Seller, Seller shall allow (or cause to be allowed) Buyer or Buyer’s agents, employees, contractors, lenders or representatives access to the Property for purposes of any non-intrusive physical or environmental test, study or inspection of the Property and, to the extent copies are not provided to Buyer by Seller pursuant to Section 6.1, review and copying of Seller’s books and records relating to the Membership Interests and the Property and any of the documents described in Section 6.1 above. Buyer shall also be permitted to review such other matters necessary in the discretion of Buyer to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof (provided, however that Buyer's right to review such other matters shall not be deemed to increase Seller's obligation to provide documents as required under Section 6.1, Section 21.1 or Section 21.1, or access as required under this Section 6.2). Buyer shall not conduct or authorize any physically intrusive testing of, on, or under the Property without first obtaining Seller’s consent as to the timing and scope of work to be performed, which consent shall not be unreasonably withheld, conditioned or delayed. Prior to any entry onto the Property for purposes of inspection or testing (as opposed to solely for review of materials provided under Section 6.1 above), Buyer shall provide Seller with evidence that Buyer maintains liability insurance with coverage in an amount not less than $2,000,000 and that each of Seller and Property Owner has been named as an additional insured under such insurance. Seller hereby acknowledges and 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 execution 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 delivery its affiliates except for Permitted Disclosures (as hereinafter defined); provided that Buyer and its affiliates may disclose information from Seller’s Deliveries to their respective employees, agents, representatives, accountants, attorneys, consultants or contractors in connection with its evaluation of the Property and Membership Interest and to any bank or lending institution (or underwriter or servicer therefor) that Buyer requests to provide financing for the Property or the Membership Interests, so long as Buyer informs the person to whom the disclosure is made of the confidential nature of such information and of Buyer's obligations in that respect under this Agreement and directs the person to whom the disclosure is made to treat such information confidentially and not to disclose such information to any person other than as authorized by this Section 6.2. Seller hereby expressly recognizes the need to disclose, and agrees to the disclosure of, certain aspects of this transaction to Buyer's (or Buyer's affiliate's) employees, agents, representatives, accountants, attorneys, consultants or contractors in connection with its evaluation of the Property and Membership Interest and to any bank or other lending institution (or underwriter or servicer therefor) that Buyer requests to provide financing for the Property or the Membership Interests. Buyer is not responsible for the actions of third parties as to the disclosure of confidential information, except with respect to its obligation in this paragraph to inform such persons of the confidentiality of such information. Except as provided in the preceding sentences of this paragraph, the existence and contents of this Agreement and continuing until the earlier negotiations of parties with respect to occur the possible sale and purchase of the termination Membership Interests shall be kept confidential and shall not be disclosed to any third parties without the consent of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the properties, books, records, Contracts and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parentboth parties hereto, except that the Company may restrict or otherwise prohibit access to for any documents or information to the extent that disclosure (i) that may be required by law to be made to any applicable Law governmental or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorneyquasi-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries governmental authorities or any third Persons; other person or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliatesentity, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create of information otherwise in the public domain (the "Permitted Disclosures"). From and after Closing, either party may issue a risk press release describing the transaction, provided that neither of damage Seller or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not Buyer may include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any identity of the other Transactions, party in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated press release unless such press release is approved in writing in advance by the Companyother party.

Access. At all times during the period commencing with the execution Parent will, and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Timewill cause its Affiliates to, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent permit Purchaser and its Representatives to have reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance requestprior to the Closing Date, to the personnel, properties, books, books and records, Contracts and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information Permits to the extent relating to the Business during normal working hours and upon reasonable advance notice; provided, however, that Purchaser will not disrupt the normal operations of the Business or other operations or activities of the Sellers or their Affiliates; provided, further, that (a) nothing herein will require any employee of a Seller or any of its Affiliates to provide any information regarding the Business in any other format or otherwise to manipulate or reconfigure any data regarding the Business; (b) nothing herein will require the Sellers or their Affiliates to provide Purchaser with access to or copies of (i) any information that must be maintained as confidential by applicable Law or Contract requires in accordance with the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause terms of a default pursuant to, or give written agreement with a third Person the right to terminate party or accelerate the rights pursuant to, such Contract; (ii) access to such documents sensitive customer or employee information, manufacturing processes, pricing lists or other information would give rise that relates to the waiver Business and the provision of any attorney-client privilegewhich, work product doctrine or other privilege in Parent’s reasonable business judgment, could reasonably be expected to violate applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand Law (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any each case of clauses (i) through and (ivii). Nothing in this Section 6.7 shall be construed , that Parent and its Affiliates will use commercially reasonable efforts to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted provide such information in a manner that does not violate such Law or is in accordance with such agreement); (ic) unreasonably interfere with the conduct nothing herein will require any of the business Sellers or their Affiliates to provide Purchaser with access to or copies of any information that relates to any businesses or operations of the Company Sellers or their Affiliates other than the Business; and (d) nothing contained herein will permit Purchaser to conduct any soil, sediment, groundwater or other intrusive sampling. Parent will, and will cause its Affiliates to, permit Purchaser and its Subsidiaries or Representatives to have reasonable access, after the Closing Date, to all books and records to the extent relating to the Business, but not included in the Acquired Assets as described in Section 1.2(h), during normal working hours and upon reasonable advance notice, excluding Tax Returns and related notes, worksheets, files and documents related thereto (except as otherwise result set forth in Section 10.6); provided, that (x) nothing herein will require any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives employee of the Company a Parent or any of its Subsidiaries Affiliates to provide any information in any other format or otherwise to manipulate or reconfigure any data; (y) nothing herein will require Parent or its Affiliates to provide Purchaser or its Representatives with access to or copies of their normal duties (1) any information that must be maintained as confidential by applicable Law or in accordance with the terms of a written agreement with a third party or (ii2) create a risk sensitive customer or employee information, manufacturing processes, pricing lists or other information the provision of damage or destruction which, in Parent’s reasonable business judgment, could reasonably be expected to any property or assets violate applicable Law (provided, in each case of the Company or its Subsidiaries. Any access to the properties of the Company clauses (1) and (2), that Parent and its Subsidiaries Affiliates will be subject use commercially reasonable efforts to the Company’s reasonable security measures provide such information in a manner that does not violate such Law or is in accordance with such agreement); and insurance requirements and (z) nothing herein will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, require Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in Affiliates to provide Purchaser with access to or copies of any information that relates to any businesses or operations of Parent or its Affiliates other than the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the CompanyBusiness. All requests for access pursuant will be made to this Section 6.7 must such Representatives of Parent as Parent will designate, who will be directed solely responsible for coordinating all such requests and access thereunder. Notwithstanding the foregoing, prior to the Chief Legal Officer Closing, Purchaser and Purchaser’s Representatives shall not contact or in any other manner communicate with the customers and suppliers of the Company Business in connection with the transactions contemplated hereby, except following prior consultation with and written approval from Parent or its Representatives. Notwithstanding the foregoing or any other Person designated by provision in this Agreement (including Section 10.6), none of Purchaser, any Affiliate of Purchaser or any Representative of Purchaser will be entitled to review or have access to any Tax Return of a Seller or any Affiliate of a Seller (including Tax Returns of the CompanyPurchased Companies with regard to Pre-Closing Tax Periods) or any work papers related thereto, other than those portions or excerpts thereof (or a pro forma Tax Return) relating solely to the Purchased Companies.

Access. At (a) On the Closing Date, or as soon thereafter as practicable, and in no event later than 30 calendar days after the Closing Date, Seller will deliver or cause to be delivered to Purchaser all times during the period commencing with the execution original agreements, documents, books, records, including without limitation Employee records and delivery of this Agreement and continuing until the earlier records relating to occur obligations of the termination of this Agreement pursuant Company to Article VIII and the Effective Time, Employees under Employee Plans retained or assumed by Purchaser or the Company shallhereunder, solely for purposes and files primarily relating to the Business or the Company (collectively, "Records") in the possession of furthering Seller or any Post-Closing Affiliate to the Merger extent not in the possession of the Company or integration planning related thereto Purchaser, subject to the restrictions following exceptions: (i) Purchaser recognizes that certain Records may contain only incidental information relating to the Company or limitations as a result of COVID-19 may primarily relate to Seller or any COVID-19 MeasuresPost-Closing Affiliate, afford Parent or the businesses of Seller or any Post-Closing Affiliate other than the Business, and Seller and its Representatives reasonable accessPost-Closing Affiliates may retain such Records and Seller may deliver appropriately excised copies of such Records; and (ii) Seller and each Post-Closing Affiliate may retain any Tax Returns so long as true and complete copies of the portions thereof relating to the Business are delivered to Purchaser at or before the Closing or made available to Purchaser following the Closing. After the Closing, consistent with each party will, and will cause its Affiliates to, retain all Records (except those Records referred to in Section 6.2.2(a)(i) and (ii)) required to be retained pursuant to obligations imposed by any applicable Law. Except as provided in the immediately preceding sentence, each party will, and will cause its Affiliates to, retain all Records for a period of seven years after the Closing Date. After the end of such seven-year period, before disposing, or permitting its Affiliates to dispose, of any such Records, each party will, and will cause its Affiliates to, give notice to such effect to the other party and give the other party at its cost and expense an opportunity to remove and retain all or any part of such Records as the other party may elect. (b) After the Closing, upon reasonable notice, each party hereto will give, or cause to be given, to the representatives, employees, counsel and accountants of the other parties hereto access, during normal business hours, upon reasonable advance requestto Records relating to periods prior to or including the Closing, and will permit such persons to the properties, books, records, Contracts examine and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information copy such Records to the extent that reasonably requested by the other party in connection with tax and financial reporting matters (i) including, without limitation, any applicable Law Tax Return relating to state or Contract requires the Company local real property transfer or gains taxes), audits, legal proceedings, governmental investigations and other business purposes and to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) make inquiries relating thereto of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law)relevant personnel; provided, however, that nothing herein will obligate any party to take actions that would unreasonably disrupt the Company shall give written notice normal course of its business, violate the terms of any contract to Parent of the fact that which it is withholding such information a party or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of which it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties assets is subject or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any grant access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in proprietary, confidential or classified information (except to the negotiation extent required for purposes of defending or consummation of the Transactions prosecuting any third party lawsuits or any customer, technology administrative or other partneradjudicative proceedings ("Legal Proceedings")). Each party will, vendor and will cause its respective Affiliates controlled by it to, provide or supplier make available to the other and the other's respective Affiliates access to employees of Purchaser and the Company for the purposes of, and with the limitations described in, the preceding sentence (including without limitation for the purpose of providing, and preparing to provide, testimony in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief third party Legal Officer of the Company or other Person designated by the CompanyProceedings).

Access. At all times (i) For purposes of furthering the transactions contemplated hereby, Seller shall afford Buyer, and its Affiliates and its and their respective officers, directors, managers, equity owners, members, employees, accountants, consultants, legal counsel bankers, advisors, representatives and authorized agents (collectively, “Representatives”), reasonable access during normal business hours upon reasonable advance notice to Seller, throughout the period commencing with from the execution and delivery of this Agreement and continuing Execution Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, date that is two years after the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance requestClosing Date, to the Seller’s personnel, properties, bookscontracts, recordscommitments, Contracts books and records and such other information concerning the business, properties and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel Business as Buyer may reasonably request; provided that Seller shall not be obligated to reasonably cooperate with Parent, except that the Company may restrict provide or otherwise prohibit give access to any documents minutes of meetings or information resolutions of Seller’s board of directors (or similar governing body) or any committees thereof or any other business records or reports of or communication with any of its advisors relating to the extent that (i) evaluation or negotiation of this Agreement or the transactions contemplated hereby or any applicable Law or Contract requires alternatives thereto. Notwithstanding anything to the Company to restrict or otherwise prohibit access to such documents contrary contained in this Section 7(c), any document, correspondence or information or providing other access provided pursuant to such documents this Section 7(c) may be redacted or otherwise limited to prevent disclosure of information would violate or cause a default pursuant to, or give a third Person concerning the right to terminate or accelerate valuation of Seller and/or the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to Business and the waiver purchase of any attorney-client privilege, work product doctrine the Acquired Assets or other privilege applicable to such documents similarly confidential or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other competitively sensitive information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must 7(c) shall be directed conducted in such a manner as not to interfere unreasonably with the normal operations of Seller. (ii) Seller shall, and shall cause its Affiliates to, provide Buyer with full access (including after normal working hours and on non-Business Days and other days on which Seller’s operations are customarily closed) to each of the real properties owned or leased by Seller or any of its Affiliates at which any of the Acquired Assets are physically located in order to allow Buyer to inspect such tangible Acquired Assets and take Inventory. (iii) In order to facilitate Seller’s efforts to administer and close the Bankruptcy Case, for a period of two years following the Closing, Buyer shall permit Seller and Seller’s Representatives (collectively, “Permitted Access Parties”) during regular business hours and subject to agreeing to customary confidentiality obligations, with reasonable notice, and subject to reasonable rules and regulations, reasonable access to the Chief Legal Officer financial and other books and records which comprised part of the Company Acquired Assets that are required to administer and close the Bankruptcy Case, which access shall include (A) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such required documents and records and (B) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or other Person designated by records as they require, but only to the Companyextent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and applicable Permitted Access Party reimburses Buyer for the reasonable costs and expenses thereof; provided, however, that the foregoing rights of access shall not be exercisable in such a manner as to interfere with the normal operations of Buyer’s business. Notwithstanding anything contained in this Section 7(c) to the contrary, in no event shall Seller have access to any information that, based on advice of Buyer’s counsel, could (i) reasonably be expected to create liability under applicable Law, or waive any legal privilege, (ii) result in the discharge of any Trade Secrets of Buyer, its affiliates or any third parties or (iii) violate any obligation of Buyer with respect to confidentiality.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company (a) The Operator shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the propertiesextent possible under any Rights-of-Ways, booksprovide each Owner and its designees reasonable access to the Transmission Facilities site to permit the Owners and their designees to inspect the construction, recordscommissioning, Contracts operation and personnel maintenance, capital upgrades and improvements to, repair and reconstruction of, and retirement and decommissioning of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with ParentTransmission Facilities, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent provided that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant Owners and their designees do not interfere with the construction, commissioning, operation and maintenance, capital upgrades and improvements to, repair and reconstruction of, and retirement and decommissioning of the Transmission Facilities or give any portion thereof or pose a third Person the right to terminate or accelerate the rights pursuant to, such Contractsafety hazard; (ii) access to such documents the Owners and their designees comply with any requirements of any rights-of-ways, license, easement or information would give rise other real property interest agreement applicable to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or informationTransmission Facilities; and (iii) access would result the Owners and their designees performing the inspection comply with the Operator’s or any other contractor’s safety and security rules, as more specifically set out in the disclosure Hxxxxxxxx Access Easement Agreement. (b) Each Owner may, at its cost, at any time during normal business hours and with reasonable prior notice of not less than ten (10) Business Days, but not more often than once in any trade secrets twelve (including source code12) month period, inspect and audit the books and records of the Company, Operator and any of its Subsidiaries or Affiliates and any third Persons; or Delegate (ivand the Operator shall secure such rights for the Owners from its Affiliates and any Delegate) such documents or information are reasonably pertinent to any adverse Legal Proceeding between involved in the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery provision of services pursuant to Lawthis Agreement (“Other Costs Records”), and nothing herein shall restrict any Person’s rights to oppose any discovery request the extent reasonably relating to the determination of the Other Costs for which the Owners are liable under this Agreement as shown on an invoice provided to the Owners pursuant to Law); provided, that Section 5.08 within twelve (12) months prior to the Company shall give written notice to Parent date of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv)audit notice. Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notThe Operator shall, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in relevant Affiliates and any Delegate, to keep and maintain all such Other Costs Records to the negotiation or consummation extent reasonably relating to the determination of the Transactions Other Costs for which the Owners are liable under this Agreement and make such Other Costs Records available to the Owners in accordance with the terms of this Agreement. If any audit discloses that, during such twelve (12)-month period, an overpayment or underpayment of Other Costs has been made by the Non-Operating Owner or the amount of any customerOther Costs allocated to the Owners on an invoice is incorrect, technology then such overpayment, underpayment or other partner, vendor incorrect amount shall be resolved pursuant to Section 5.09. The Owner requesting the audit shall reimburse one hundred percent (100%) of all reasonable costs and expenses (including internal costs and expenses) incurred by or supplier on behalf of the Company Operator and any of its Affiliates and any Delegate in connection complying with the Merger or any provisions of this Section 5.06(b), provided that the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that Owner shall not be required to reimburse any such contact shall be arranged and supervised by Representatives costs if the audit determines that the Owner has made more than Twenty-Five Thousand Dollars ($25,000) in overpayments of the Company. All requests for access pursuant to this Section 6.7 must be directed Other Costs or more than Twenty-Five Thousand Dollars ($25,000) in Other Costs have been incorrectly allocated to the Chief Legal Officer of the Company or other Person designated by the CompanyOwner.

Access. At all times during 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 Effective TimePre-Closing Period, Sellers shall cause the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject Entities to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent give Buyer and its Representatives Representatives, who are bound by the Confidentiality Agreement, reasonable access, consistent with applicable Law, access during normal business hours, upon reasonable advance request, hours to the propertiesall personnel, books, records, Contracts offices and personnel other facilities and properties of the Company and Entities as Buyer or its Subsidiaries and instruct its and their Representatives and personnel Representatives, who are bound by the Confidentiality Agreement, may from time to time reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law)request; provided, however, that the Company shall give written notice to Parent of the fact that it is withholding (a) any such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) to unreasonably interfere with the conduct of the business businesses or operations of the Company and its Subsidiaries or otherwise result in Entities, (b) Buyer shall not take any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives samples of the Company or any of its Subsidiaries of their normal duties or environmental media (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 will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of including soil, groundwater, surface water, air or sediment) or any building materialsmaterials and (c) Sellers shall not be required to provide or cause to be provided access to or disclose or cause to be disclosed information where such access or disclosure would jeopardize the attorney-client privilege, indoor aircontravene any Applicable Law or contravene any confidentiality undertaking or, in light of COVID-19 or other environmental mediaCOVID-19 Measures, jeopardize the health and safety of any Company Employee. Notwithstanding anything herein to the contrary, Parent and Merger Sub Buyer shall not, not and shall cause their respective Representatives not permit any of its Affiliates to, without the prior written consent of Sellers (which shall not be unreasonably withheld, conditioned or delayed), contact any employee employee, independent contractor, customer, supplier, distributor or other service provider material business relation of the Company or any of its Subsidiaries not involved in Entities, regarding the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier businesses of the Company in connection with Entities or the Merger or transactions contemplated hereby. Notwithstanding the foregoing, any of access to the other Transactions, in each case, without Company Entities relating to the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact Equity Financing shall be arranged and supervised governed exclusively by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the Company7.13.

Access. At all times during Between the period commencing with the execution and delivery date of this Agreement and continuing until the earlier Closing, Seller shall give to occur of the termination of this Agreement pursuant to Article VIII Buyer, its officers, agents, employees, counsel, accountants, engineers and the Effective Timeother representatives, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject reasonable access to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent premises and its Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance requestbooks and records relating to the System and, to the propertiesextent permitted by Law, books, records, Contracts and personnel cause Seller’s employees to furnish to Buyer such information related to the System as Buyer shall from time to time reasonably request for the purposes of preparing for the transition of the Company and its Subsidiaries and instruct its and their Representatives and personnel System to reasonably cooperate with Parent, except that the Company may restrict Buyer or otherwise prohibit access to any documents or information other reasonable purpose relating to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access transactions contemplated by this Section 6.7 shall be conducted Agreement, including strand mapping that is performed in an unintrusive manner and in a manner that does not affect the operation 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 operation of the System. Notwithstanding the foregoing, (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, no environmental sampling or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, testing may be performed without the CompanySeller’s prior written consent, which consent may be given or withheld in Seller’s sole discretion, and Parent (ii) Buyer will not contact any employee, independent contractor, customer or supplier of Seller with respect to this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, provided that the preceding limitation shall not apply to reasonable contacts made by Buyer with independent contractors and Merger Sub acknowledge and agree that any suppliers of Seller if such contact shall be arranged and supervised by Representatives contacts do not interfere with or negatively affect the conduct of the CompanyBusiness or the operation of the System. All requests for access Buyer agrees to indemnify and hold Seller harmless in full from and against all losses, liabilities, damages, costs, assessments, fines, interest, penalties, deficiencies and other obligations and expenses (including customer claims, losses of subscribers, termination of services and reasonable out-of-pocket attorneys’ fees and expenses) (collectively, “Losses”) arising out of any testing and sampling by Buyer to which Seller may consent to pursuant to this Section 6.7 must 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 directed met; or (iii) cause, or be the basis for, any adjustment to the Chief Legal Officer Cash Payment set forth in Section 4.3 (including due to any loss of subscribers). Buyer acknowledges that any information made available to Buyer pursuant to this Section 7.1 is subject to the terms of the Company or other Person designated by the CompanyNon-Disclosure Agreement and Section 8.3.

Access. At all times during During the period commencing with the execution and delivery pendency of this Agreement Agreement, Purchaser, personally or through its authorized agents, shall be entitled upon reasonable advance notice to Seller to enter upon the Real Property during normal business hours and continuing until shall have the earlier right to occur of the termination of this Agreement pursuant to Article VIII make such investigations, studies and the Effective Timeanalyses as Purchaser deems necessary or advisable, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions following 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 Seller shall have the right to be present when Purchaser or limitations as 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 result of COVID-19 de minimis extent); (d) neither Purchaser nor its agents shall damage the Real Property or any COVID-19 Measuresportion thereof (except to a de minimis extent); (e) before Purchaser or its agents enter onto the Real Property, afford Parent Purchaser shall deliver to Seller a certificate of insurance naming Seller as an additional insured, evidencing commercial general liability insurance (including property damage, bodily injury and its Representatives reasonable accessdeath) issued by an insurance company having a rating of at least “A-VII” by A.M. Best Company, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the properties, books, records, Contracts limits of at least $1,000,000 per occurrence for bodily or personal injury or death and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that $2,000,000 aggregate per location; (f) Purchaser shall: (i) any applicable Law or Contract requires the Company use reasonable efforts to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contractperform all on-site due diligence reviews on an expeditious and efficient basis; and (ii) access to such documents indemnify, hold harmless and defend the Seller and Seller Parties against, and hold each of them harmless from, all loss, liability, claims, costs (including reasonable attorneys’ fees), liens and damages resulting from or information would give rise relating to the waiver activities of any attorney-client privilege, work product doctrine Purchaser or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law)agents; provided, however, that the Company Purchaser shall give written notice to Parent of the fact that it is withholding such information not indemnify, hold harmless or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger defend Seller or any of the other TransactionsSeller Parties against any loss, in each caseliability, claims, costs (including reasonable attorney’s fees), liens or damages caused by Seller’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 written consent, and Parent and Merger Sub acknowledge and agree that which Seller may give or withhold in its absolute discretion, Purchaser shall not conduct any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company Phase II investigations, soil borings or other Person designated by invasive tests on or around the CompanyReal Property. The foregoing indemnification obligation shall survive the Closing or termination of this Agreement.

Access. At all times during From the period commencing with the execution and delivery date of this Agreement and continuing until the Closing (or until such earlier to occur of the termination of time as this Agreement pursuant to Article VIII and the Effective Timeis terminated in accordance with Section 7.1), the Company shall, solely for purposes Sellers will permit Purchaser and representatives of furthering the Merger or integration planning related thereto subject Purchaser to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives have access at reasonable access, consistent with applicable Law, times during normal business hours, upon reasonable advance requestand in a manner so as not to interfere with the normal business operations of the Sellers, to the properties, books, records, Contracts Purchased Assets and personnel the employees and properties of the Company Sellers and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parentthe Business; provided, except however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that foregoing will (i) not unreasonably interfere with the operations of the Sellers and their Affiliates, (ii) be permitted only in compliance with any protocols, directives, polices or guidelines of the Sellers or applicable Governmental Authority related to any Contagion Event, (iii) not apply with respect to any information the disclosure of which would, in such Seller’s reasonable discretion, waive any applicable privilege, violate any applicable Law or Contract requires breach any duty of confidentiality owed to any Person and (iv) not include any environmental sampling; provided, further, that in the Company case of the foregoing clause (iii), the Sellers shall reasonably cooperate with Purchaser to restrict establish an appropriate confidential procedure or otherwise prohibit other workaround to provide Purchaser with access to such documents or that is reasonable under the circumstances (including by redacting certain information or providing portions of information such that the information or access to such documents or information being provided would violate or cause not constitute a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client applicable privilege, work product doctrine a violation any applicable Law or other privilege a breach of any duty of confidentiality owed to any Person). Purchaser acknowledges that Westwood Holdings Group, Inc. is and remains bound by the Confidentiality Agreement between Westwood Holdings Group, Inc. and Salient Partners, L.P. dated October 20, 2021 (as amended, the “Confidentiality Agreement”) and Purchaser agrees to abide by the terms of the Confidentiality Agreement in the same manner as such terms are applicable to such documents or information; (iii) access would result in the disclosure Westwood Holdings Group, Inc. The provision of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, this Agreement by the Sellers and nothing herein shall restrict their Affiliates will not expand the remedies available hereunder to Purchaser or its Affiliates under this Agreement in any Person’s rights to oppose any discovery request manner. The information provided pursuant to Law); provided, that this Agreement will be used solely for the Company shall give written notice to Parent purpose of effecting the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access transactions contemplated by this Section 6.7 shall Agreement and will be conducted in a manner that does not (i) unreasonably interfere with governed by all the conduct terms and conditions of the business of the Company and Confidentiality Agreement. No investigation by Purchaser or other information received by Purchaser or its Subsidiaries Affiliates shall operate as a waiver or otherwise result in affect any significant interference with the prompt and timely discharge by officersrepresentation, employees and other authorized Representatives of the Company warranty or any of its Subsidiaries of their normal duties agreement given 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 will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated made by the CompanySellers in this Agreement.

Access. At all times during (a) Subject to applicable law, from the period commencing with date hereof to 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 Effective TimeClosing, the Company shall, solely for purposes of furthering and the Merger or integration planning related thereto subject Subsidiaries shall and shall cause their representatives to: (i) provide to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives representatives reasonable access, consistent with applicable Law, access (during normal business hours, upon reasonable advance request, hours and which shall not unreasonably interfere with the Business) to the officers, employees, properties, books, records, Contracts offices and personnel other facilities of the Company and its the Subsidiaries and instruct its to the books and their Representatives records thereof during normal business hours and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel to reasonably cooperate with Parent, except that and other aspects of the Company and the AGREEMENT AND PLAN OF MERGER Subsidiaries as Parent reasonably may restrict request. The confidentiality of all such documents and information furnished in connection with the transactions contemplated by this Agreement shall be governed by the terms of the NDA (as defined herein). (b) From and after the Closing, Parent and the Surviving Company shall afford to the Securityholder Representative and its representatives reasonable access (during normal business hours and which shall not unreasonably interfere with the business of Parent or otherwise prohibit access the Surviving Company) to any documents or information the employees, books, records and other data relating to the Company and the Subsidiaries with respect to periods prior to the Closing, and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the Securityholder Representative or its representatives (i) to facilitate the investigation, litigation and final disposition of any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant toclaims, or give a third Person the right to terminate or accelerate the rights pursuant toincluding under Article VII and Article VIII, such Contract; (ii) access to such documents in connection with the Securityholder Representative’s rights under Section 8.1 or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in for the disclosure of any trade secrets (including source code) determination of the Company, any Final Working Capital in accordance with Section 1.6. Such rights of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause Securityholder Representative shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding be exercised in such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed as to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct operations of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officersParent, employees and other authorized Representatives of Surviving Company, the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to For a period of three (3) years after the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contraryClosing, Parent and Merger Sub the Surviving Company shall notnot dispose of, and shall cause their respective Representatives not to, contact alter or destroy any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, such materials without the Company’s giving sixty days’ prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed notice to the Chief Legal Officer Securityholder Representative so that it may, at its expense, examine, make copies or take possession of the Company or other Person designated by the Companysuch materials.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject Prior to the restrictions or limitations as a result of COVID-19 or any COVID-19 MeasuresClosing, afford Parent Seller shall permit Purchaser and its Representatives representatives to have reasonable access, consistent with applicable Law, during normal regular business hours, hours and upon reasonable advance requestnotice, to the properties, books, records, Contracts information, facilities and personnel senior employees of the Company Acquired Companies and its Subsidiaries and instruct its and their Representatives and personnel to reasonably will cooperate with Parentregard to such reasonable due diligence review as Purchaser may reasonably request. Upon reasonable advance notice to Seller and subject to Seller's consent, except that Purchaser shall be permitted to conduct Phase 1 type environmental investigations at any facility or Real Property owned or operated by the Company may restrict Acquired 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 otherwise prohibit access 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 documents or information contacts to such customers and suppliers. Seller shall not be required to comply with this provision to the extent Seller delivers to Purchaser a written notice that Seller has received advice of counsel stating that Seller's compliance with this Section 5.1 would reasonably be expected to either (i) any applicable Law result in a waiver of attorney-client privilege or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to violate an applicable law; provided that in any such documents or event Seller shall inform Purchaser that information would give rise to was withheld from Purchaser, the waiver general nature of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in information so withheld and the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is basis for withholding such information or documents pursuant and shall cooperate with Purchaser in seeking to clauses (i) through (iv) and thereafter develop a mutually acceptable mechanism for the Company shall use its reasonable best efforts to allow the disclosure protection of such information (or as much of it as possible) in a manner that would not violate any result in a loss of clauses (isuch privilege or a violation of law. Seller shall provide reasonable access to its premises in Hutchinson, Kansas to Purchaser or the Acquired Companies for one year following the Closing Date for the purpose of taking possession of the Additional Acquired Assets listed in Section 1.1(a) through (iv)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. Nothing 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 6.7 5.1(b) shall be construed cease and the ownership of such Additional Acquired Assets shall revert to require the CompanySeller. 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).All information provided to Purchaser and its Subsidiaries Affiliates, agents and representatives by or on behalf of Seller or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company Acquired Companies in connection with the Merger or any of Agreement and the other Transactionstransactions contemplated hereby will be held by Purchaser and its Affiliates, in each caseagents and representatives as Evaluation Material, without the Company’s prior written consentas defined in, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed the terms of, the Confidentiality Agreement. Purchaser shall, and shall direct its directors, officers, employees, accountants, counsel, consultants, funding sources and other representatives to, comply with the Confidentiality Agreement with respect to the Chief Legal Officer of the Company or other Person designated by the CompanyConfidential Information.

Access. At all times during From and after the period commencing with the execution Signing Date and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective TimeClosing Date, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto but subject to the restrictions or limitations as succeeding sentence, Seller shall provide Purchaser access (during Seller’s regular business hours and to the extent it does not unreasonably interfere with Seller’s operations) to the Purchased Assets that it operates and Seller shall use Commercially Reasonable Efforts to obtain permission for Purchaser to gain access to the Purchased Assets that are operated by Third Parties after the Signing Date, to conduct a result visual inspection of COVID-19 or any COVID-19 Measuresthe same subject to the following conditions, afford Parent it being agreed that Purchaser and its Representatives may not conduct any Invasive Activities or inspections (other than a visual inspection), may not conduct a Phase II analysis and may not operate any equipment or machinery in the course of such inspection. Such inspection shall be (a) conducted in accordance with the terms of the Confidentiality Agreement, (b) subject to any releases or other agreements required by the operator of the Purchased Assets, (c) only for the purpose of effecting the transactions contemplated by this Agreement, and (d) subject at all times to Purchaser’s and its Representatives’ compliance with Seller’s (or the applicable Third Party operator’s) applicable policies and procedures, including Seller’s (or the applicable Third Party operator’s) code of conduct, digital security, health, safety, security and environmental policies and procedures. If, at any time, Seller believes in good faith that Purchaser or any of its Representatives have not complied with Seller’s (or the applicable Third Party operator’s) applicable policies and procedures, then Seller may immediately terminate Purchaser’s and its Representatives’ access to the Purchased Assets. Purchaser shall be responsible for arranging, at its own cost, transportation to and from any such Purchased Assets. From and after the Signing Date and until the Closing Date, Seller shall make available to Purchaser and its Representatives prior to Closing, at reasonable access, consistent with applicable Law, during times (which may be outside of normal business hours, such as evening hours and on weekends, if approved by Seller) and at their current locations (or such other locations as Seller designates) upon reasonable advance requestnotice, for examination and copying, all Records (other than title Records and title information, which Records and information are exclusively addressed in Section 4.1) relating to the properties, books, records, Contracts and personnel condition of the Company and Purchased Assets insofar as the same are in possession of Seller or its Subsidiaries and instruct its and their Representatives and personnel Affiliates and, prior to reasonably cooperate with Parentthe Signing Date, except are not located at the Purchased Assets; provided, that the Company Seller may restrict or otherwise prohibit access to any documents or and provision of information to the extent that it reasonably believes necessary to (i) comply with existing confidentiality obligations owed to Third Parties (provided further that Seller shall use its Commercially Reasonable Efforts to secure waivers of any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant toconfidentiality obligations), or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilegeensure compliance with antitrust and other Laws, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in preserve the disclosure secrecy of any trade secrets (including source code) of confidential information to the Company, any of its Subsidiaries or any third Persons; or extent not related to the Purchased Assets and (iv) such documents preserve a valid legal privilege relating to existing or anticipated Third Party Claims. Prior to Closing, information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information produced by Seller or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (accessed by Purchaser under Section 4.1 or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be 5.1 is subject to the Companyconfidentiality obligation under Section 17.4. From and after the Signing Date and until the Closing Date, at reasonable times and upon reasonable notice, Seller shall afford Purchaser and such Purchaser’s Representatives reasonable security measures and insurance requirements and will not include access to selected employees of Seller Group that have been involved with the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis operation of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein the Purchased Assets solely to the contraryextent such access does not disrupt the daily activities of such employees in any material respect. To the fullest extent permitted by Law, Parent Purchaser (on behalf of Purchaser Group and Merger Sub their successors and assigns) shall notindemnify, defend and shall cause their hold harmless Seller Group and its respective Representatives not toofficers, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customerdirectors, technology or other partnermanagers, vendor or supplier of the Company in connection with the Merger or any of the other Transactionsemployees, in each caseagents and representatives, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the Company.from any

Access. At all times during (a) Each Seller shall afford to Buyer and its authorized representatives from the period commencing with the execution and delivery of this Agreement and continuing Execution Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access, consistent with applicable LawClosing Date, during normal business hours, upon reasonable advance request, access to the propertiesAssets (subject to the terms, conditions and restrictions of agreements related to Assets to which such Seller is a party and the consent of the operator, as applicable) and to such Seller’s title, Surface Leases, Rights of Way, Contracts, environmental and legal materials, books, records, Contracts statements and personnel operating data and other information relating to the Assets, together with the opportunity to make copies of such materials, books, records and other documents and information at Buyer’s expense, and will furnish to Buyer such other information in Sellers’ possession with respect to the Assets as Buyer may reasonably request; provided, however, that all such information shall be held in confidence by Buyer in accordance with the terms of the Company Confidentiality Agreement; provided, further, that in no event shall Sellers be obligated to provide (i) access or information in violation of Applicable Law, (ii) any information the disclosure of which would cause the loss of any legal privilege available to any Seller relating to such information or would cause any Seller to breach a confidentiality obligation to which it is bound; provided that the applicable Seller has used its reasonable efforts to protect the privilege or to obtain a waiver of the applicable contractual obligation, or (iii) copies of bids, letters of intent, expressions of interest or other proposals received from other Persons in connection with the transactions contemplated by this Agreement or information and its Subsidiaries and instruct its and their Representatives and personnel analyses relating to reasonably cooperate with Parentsuch communications, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result required in the disclosure of any trade secrets Bid Procedures Order. (including source codeb) of From the CompanyExecution Date until the Closing Date, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be but subject to the Company’s reasonable security measures other provisions of this Section 5.03 and insurance requirements and will obtaining any required consents of Third Parties, Buyer shall have the opportunity to conduct at its expense a non-invasive environmental assessment (which shall not include invasive testing of the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, surface water, air or other environmental media or of building materials, indoor airequipment or facilities) of the Properties (subject to any conditions or restrictions contained in any lease covering such Properties and the consent of any Third Parties, or as applicable) (“Phase I Assessment”). Buyer shall not conduct prior to Closing any invasive testing of the soil, groundwater, surface water, air and other environmental media. Notwithstanding anything herein to the contrarymedia and of building materials, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee equipment or other service provider facilities of the Company or Properties absent Sellers’ express written consent, which consent may be withheld by Sellers in their sole discretion. Sellers shall use commercially reasonable efforts to obtain any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company Third Party consents that may be required in connection with the Merger or any Phase I Assessment of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the CompanyAssets.

Access. At all times during Sellers shall, and shall cause Target to, use commercially reasonable efforts to cause the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur operators of the termination of this Agreement pursuant Properties to Article VIII provide Buyer and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject its representatives access to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent Properties to conduct an environmental review. Sellers shall provide Buyer and its Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the properties, books, records, Contracts and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit representatives access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person and the right to terminate copy, at Buyer’s sole cost and expense, the Records in Sellers’, Target’s, Nominee’s or accelerate the rights pursuant to, such Contract; Manager’s (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reportsAffiliates’) possession for the purpose of conducting a confirmatory review of the Properties. Sellers make no guaranty, analyses, appraisals, opinions promise or other information. Any investigation conducted assurance that any operator of the Properties will provide Buyer any access sought by Buyer pursuant to the prior sentence; and any refusal, delay, or condition imposed by any third party in permitting access contemplated to any Property shall not affect the deadlines or timelines in this Agreement or the representations of Sellers hereunder. Any such access by this Section 6.7 Buyer shall be limited to normal business hours (or the periods of time agreed to by Manager or any third Person operator of a Property, as applicable), and Buyer’s investigation shall be conducted in a manner that does not complies with requirements regarding access set forth by any third party (iincluding any third party operator) unreasonably interfere and minimizes interference with the conduct operation of the business of such Target, Nominee, Manager and any applicable third Person operator. Subject to the Company agreement and its Subsidiaries consent of any applicable third party operator, Buyer shall be entitled to conduct an environmental assessment, and may conduct visual inspections, record reviews, and interviews relating to the Properties, including their condition and compliance with Environmental Laws. In no event shall sampling or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives invasive inspections of the Company Properties be conducted without each Target’s and Nominee’s prior written consent and any written consent required by the third party operator. For the avoidance of doubt, (a) Sellers shall have no liability arising out of any inability of Buyer to conduct any due diligence investigations caused by actions or inactions of Third Parties (including any of its Subsidiaries of their normal duties or Third Party operator), (iib) 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 will be subject to the Company’s reasonable security measures and insurance requirements and will Buyer acknowledges that Sellers do not include have the right to operate require any equipment Third Party operator to provide Buyer with any access to any Properties or perform invasive Records under the Basic Documents or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall nototherwise, and shall cause their respective Representatives not to, contact any employee or other service provider (c) the obligations of the Company Parties under this Agreement shall not be affected by any action or inaction by any Third Party operator of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the CompanyProperty.

Access. At all times during On and after the period commencing with the execution and delivery of this Agreement and continuing until the earlier Closing Date, Purchaser will afford promptly to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent Seller and its Representatives counsel, financial advisers and other agents reasonable access, consistent with applicable Law, access during normal business hourshours to its properties, Books and Records, employees, auditors and counsel to the extent necessary for financial reporting and accounting matters, employee benefits matters, the preparation and filing of any Tax returns, reports or forms, the defense of any Tax audit, claim or assessment, the reconciliation of Claims in the Bankruptcy Case, the preparation and confirmation of a plan in the Bankruptcy Case, other matters relating to the winding-up of the Seller’s estate and/or the closing of the Bankruptcy Case, or to permit Seller to determine any matter relating to its rights and obligations hereunder or any other reasonable business purpose related to the Excluded Assets or Excluded Liabilities; provided, however, after the first six (6) months after the Closing Date, Seller shall reimburse Purchaser for a mutually agreed upon reasonable advance requestper diem charge for such Transferred Employee’s time, to the properties, books, records, Contracts and personnel extent necessary for the wind-up of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict Seller’s bankruptcy proceedings or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information matter as are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 7.1; provided, further, that any such access by Seller shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company Purchaser. Seller will hold, and will use its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by commercially reasonable efforts to cause its officers, employees directors, employees, accountants, counsel, consultants, advisors and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction agents to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactionshold, in each caseconfidence, without unless compelled to disclose by judicial or BOS 46,600,661 v6 administrative process or by other requirements of law, all confidential documents and information concerning Purchaser or the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access Business provided to them pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the Company7.1.

Access. At all times during (a) Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to Seller or any of its Subsidiaries by Third Parties that may be in Seller’s or any of its Subsidiaries’ possession from time to time, from the period commencing with the execution and delivery of this Agreement and continuing date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective TimeClosing Date, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access, consistent with extent permitted by applicable Law, including in accordance with the HSR Act, Seller shall, and shall cause its Affiliates to, during normal ordinary business hours, hours and upon reasonable advance request, to the properties, books, records, Contracts and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that notice: (i) give Buyers and any applicable Law of their Affiliates or Contract requires the Company to restrict or otherwise prohibit Representatives reasonable access to such documents or information or providing access the physical sites, properties, facilities, financial materials, books and records of Seller and its Affiliates related to such documents or information would violate or cause a default pursuant tothe Business, or give a third Person the right to terminate or accelerate Purchased Assets and the rights pursuant to, such ContractAssumed Obligations; (ii) permit Buyers, their Affiliates and their respective Representatives to make such reasonable inspections thereof as Buyers may reasonably request; (iii) furnish Buyers with (or provide access to to) such documents or financial and operating data and other information would give rise with respect to the Business, Purchased Assets and Assumed Obligations (and any properties, facilities, books and records related thereto) as Buyers may from time to time reasonably request; and (iv) furnish Buyers with (or provide access to) a copy of each material report, schedule, or other Document (and any properties, facilities, financial materials, books and records related thereto) (which may be reasonably redacted by Seller to the extent not related to the Business) filed or submitted by Seller with, or received by Seller from, any Governmental Entity, in each case: (A) to comply with reporting, disclosure, filing, or other requirements imposed on Buyers or their Affiliates (including under applicable securities Laws) or for other bona fide business reasons; (B) to satisfy audit, accounting, claims, regulatory, litigation, subpoena, or other similar requirements; or (C) to comply with the obligations of Buyers under this Agreement or the Ancillary Agreements; provided, however, that any such access will be conducted at Buyers’ risk and expense, at a reasonable time, under the supervision of Seller’s or its Affiliates’ personnel; and (w) any such investigation will be conducted in such a manner as not to interfere unreasonably with the operation of the Business or any other Person, including the business of Seller and its Affiliates; (x) none of Seller or its Affiliates shall be required to take any action which would constitute or result in a waiver of any of the foregoing to the extent subject to the attorney-client privilege, attorney work product doctrine privilege, or other applicable legal privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company Seller or any of its Subsidiaries Affiliates or Representatives; (y) Seller shall not be required to supply any information relating to the sale process for the Business and information and analysis (including financial analysis) relating thereto; and (z) none of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company Seller or its Subsidiaries. Any Affiliates shall be required to supply Buyers with any information which Seller or its Affiliate is under a legal obligation not to supply; provided, further, that Buyers’ access to the properties Real Property may be limited to the extent Seller reasonably determines, including in light of the Company and its Subsidiaries will be subject COVID-19 Pandemic, pursuant to the Company’s reasonable security measures and insurance requirements and will not include restrictions of any Contracts or instruments related to or governing the right to operate any equipment or perform invasive or subsurface testing Real Property, or any samplingsuch access that would jeopardize the health and safety of any of its employees or other Representatives. Notwithstanding the foregoing, monitoring Seller may, upon the advice of outside counsel, which may be internal counsel, reasonably designate any competitively sensitive material provided to Buyers under this Section 7.2 as “outside counsel only.” Such materials and the information contained therein shall be given only to Buyers’ outside counsel, and Buyers shall cause such outside counsel not to disclose such materials or analysis of soilinformation to any Buyer’s Affiliate or employees, groundwaterofficers, building materials, indoor airdirectors, or other environmental mediaRepresentatives of any Buyer, unless express written permission is obtained in advance from the source of the materials. Notwithstanding anything herein to the contrary, Parent no such access, disclosure, or copying shall be permitted for a purpose relating to a dispute or potential dispute between Seller and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company Buyers or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Companytheir respective Affiliates. All requests for access and information pursuant to this Section 6.7 must 7.2 shall be directed made to such Representatives of Seller as Seller shall designate in writing, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. (b) Notwithstanding anything in this Section 7.2 to the Chief Legal Officer contrary: (i) Buyers will not have access to human resources, personnel, and medical records if such access could, in Seller’s opinion (in its sole discretion), subject Seller to risk of Liability or otherwise violate applicable Law, including the Health Insurance Portability and Accountability Act of 1996; (ii) Buyers will not have access to any information to the extent relating to any Tax Return of Seller or any of its Affiliates that does not constitute a Document; and (iii) any investigation of environmental matters by or on behalf of Buyers will be limited to visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections, and Buyers will not have the right to perform or conduct any sampling or testing at, in, on, or underneath any of the Company Purchased Assets without the express written consent of Seller (which consent can be withheld, conditioned or delayed in Seller’s sole discretion). Buyers shall abide by Seller’s safety rules, regulations, and policies (including the execution and delivery of any documentation or paperwork (e.g., Liability releases)) with respect to Buyers’ access to any of the Real Property. Seller shall have the right to have a Representative present at all times during any such inspections, interviews, and examinations. Buyers shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement. No investigation by Buyers or other Person designated information received by Buyers shall operate as a waiver or otherwise affect any representation, warranty, covenant, or agreement given or made by Seller in this Agreement. (c) (i) BUYERS, THEIR AFFILIATES, AND ITS AND THEIR RESPECTIVE REPRESENTATIVES, AS APPLICABLE, WAIVE AND RELEASE ALL DAMAGES AND LOSSES AGAINST THE SELLER INDEMNIFIED PARTIES FROM AND (ii) BUYERS SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE SELLER INDEMNIFIED PARTIES FROM AND AGAINST ALL DAMAGES AND LOSSES RESULTING FROM OR RELATING TO THE ACTIVITIES OF BUYERS, THEIR AFFILIATES, AND ITS AND THEIR RESPECTIVE REPRESENTATIVES UNDER THIS Section 7.2, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT, OR COMPARATIVE NEGLIGENCE (INCLUDING GROSS NEGLIGENCE), WILLFUL MISCONDUCT, STRICT LIABILITY, OR OTHER FAULT OR VIOLATION OF LAW BY THE SELLER INDEMNIFIED PARTIES. The foregoing indemnification obligation shall survive the CompanyClosing or termination of this Agreement.

Access. At Between the date hereof and the Closing, Seller: (i) shall give Buyer and its authorized representatives reasonable access, during regular business hours and upon reasonable advance notice, to such offices, plants, and other facilities, and such books and records, of Xxxxx-Xxxxx, as are reasonably necessary to allow Buyer and its authorized representatives to make such inspections as they may reasonably require to verify the accuracy of any representation or warranty contained in Article 4; and (ii) shall cause officers of Xxxxx-Xxxxx to furnish Buyer and its authorized representatives with such financial and operating data and other information with respect to Xxxxx-Xxxxx as Buyer may from time to time reasonably request. Seller shall have the right to have a representative present at all times during any such inspections, interviews, and examinations conducted at or on the period commencing with offices, plants, or other facilities or properties of Seller or Xxxxx-Xxxxx. Additionally, Buyer shall hold in confidence all such information on the execution terms and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result conditions contained in the Confidentiality Agreement. Buyer shall have no right of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the properties, books, records, Contracts and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person and Seller shall have no obligation to provide to Buyer, the right to terminate or accelerate the rights pursuant to, such Contract; following information: (ii1) access to such documents or information would give rise to the waiver of any attorneybids received by Xxxxx-client privilege, work product doctrine or Xxxxx from other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company Persons in connection with the Merger Transactions and information and analysis (including financial analysis) relating to such bids; and (2) any information the disclosure of which would, in the opinion of outside counsel to Xxxxx-Xxxxx, jeopardize any privilege available to Xxxxx-Xxxxx, Seller or any Seller Affiliate relating to such information or would cause Seller, any Seller Affiliate or Xxxxx-Xxxxx to breach a confidentiality obligation existing as of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives date of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the CompanyAgreement.

Access. At (a) From the date hereof until the Closing, Seller shall, and shall cause its ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. relevant Affiliates to, permit Buyers and their representatives to have access, during regular business hours and upon reasonable advance notice, to the assets of the Business that will be Purchased Assets or Product Inventory, in compliance with reasonable rules and regulations of Seller and any applicable Laws. Seller shall cause its and its relevant Affiliates’ employees, counsel and financial advisors to cooperate with Buyers in their investigation of the Business and Purchased Assets or Product Inventory and to furnish such information and documents relating thereto as Buyers may from time to time reasonably request. (b) Upon the request of Seller, Buyers shall at all times during following 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 Effective TimeClosing, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measuresextent permitted by Law, afford Parent grant to Seller and its Representatives reasonable access, consistent with applicable Lawrepresentatives the right, during normal business hours, upon reasonable advance request, to inspect and copy the properties, books, records, Contracts Books and personnel of the Company Records and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any other documents or information in Buyers’ possession to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise pertaining to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) operation of the Company, any of its Subsidiaries Business prior to the Closing Date for Tax purposes and in connection with Actions or any third Persons; or (iv) Proceedings. Any such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause access by Seller shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company Buyers and their Affiliates. Seller will hold, and will use reasonable best efforts to cause its Subsidiaries or otherwise result in any significant interference with the prompt Affiliates and timely discharge by their respective officers, employees directors, employees, accountants, counsel, consultants, advisors and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction agents to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactionshold, in each caseconfidence, without the Company’s prior written consentunless compelled to disclose by judicial or administrative process or by other requirements of applicable Law, all confidential documents and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access information concerning Buyer provided to it pursuant to this Section 6.7 must be directed 8.03(b). (c) Upon the reasonable request of Buyers, Seller shall, from and after the Closing Date until the date which is [***], to the Chief Legal Officer extent permitted by Law, grant to Buyers and Buyer Representatives (as defined below) the right, during normal business hours and with reasonable advance written notice, to inspect and copy files, documents, instruments, papers, books and records (other than income Tax Returns and income Tax working papers) owned by Seller or an Affiliate relating to the Business that are not included in the Purchased Assets. Any such access by Buyers shall not unreasonably interfere with the conduct of the Company business of Seller and its Affiliates. Buyers will hold, and will use reasonable best efforts to cause their Affiliates and their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents (“Buyer Representatives”) to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other Person designated by the Companyrequirements of applicable Law, all confidential documents and information concerning Seller provided to it pursuant to this Section 8.03(c).

Access. At Following the Closing, the Surviving Corporation will provide the Stockholders' Representative with reasonable access on advance notice and on a reasonable basis during regular business hours to the personnel, officers, agents, employees, assets, properties, titles, contracts (including, without limitation, Account Owner contracts), books, records, files and documents of or pertaining to the Business, but only to the extent such are reasonably necessary in order for the Stockholders' Representative to perform its obligations and maintain its rights under this Agreement. From and after the Closing, all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination files, lists and records of this Agreement pursuant to Article VIII the Surviving Corporation which are reasonably required by the Stockholders for the preparation of tax returns, audits and the Effective Timelike, the Company determination of the final Purchase Price or the resolution of any dispute between the parties hereto or with any third party, shall, solely for purposes of furthering on reasonable notice, be made available by the Merger or integration planning related thereto subject Parent and Surviving Corporation to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access, consistent with applicable Law, Stockholders' Representative during normal business hours, upon reasonable advance requestfor examination and duplication at the Surviving Corporation's offices, to for a period of four (4) years from and after the properties, books, records, Contracts Closing Date. From and personnel after the expiration of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parentperiod provided in the preceding sentence, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person Surviving Corporation shall have the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, destroy any of its Subsidiaries such files, lists or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law)records; provided, however, if the Surviving Corporation wishes to destroy any of such files, lists or records at any time after the expiration of four years after the Closing Date, it shall first comply with the following provisions of this subsection. At least thirty (30) days prior to destroying any of said files, lists and records, the Surviving Corporation shall give notice of its intention to do so to Sonnenschein Nath & Rosenthal and counsel to the Company (at the xxxxxxxxx xxx xxxth ix Xxxxxxn 11.1(a)). If such counsel shall notify the Surviving Corporation that the Company shall give written notice Stockholders' Representative wishes to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or retain any of the other Transactionsfiles, in each caselists or records which the Surviving Corporation intends to destroy, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact Surviving Corporation shall be arranged and supervised by Representatives (at the expense of the Company. All requests for access pursuant Stockholders) deliver such files, lists or records to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person a location designated by the Companysuch counsel in said notification.

Access. At all times during Between 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 date hereof and the Effective TimeClosing, Seller (i) shall give the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent Buyer and its Representatives authorized representatives reasonable access, consistent with applicable Law, during normal regular business hours, hours and upon reasonable advance requestNotice, to the propertiessuch employees, booksfacilities, and such books and records, Contracts and personnel of the Company and the Subsidiaries, as are reasonably necessary to allow the Buyer and its Subsidiaries authorized representatives to make such inspections as they may reasonably require to verify the accuracy of any representation or warranty contained in Article 4 and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that (ii) shall cause officers of the Company may restrict or otherwise prohibit access and the Subsidiaries to any documents or furnish the Buyer and its authorized representatives with such financial and operating data and other information with respect to the extent that (i) any applicable Law or Contract requires Company and the Company Subsidiaries as the Buyer may from time to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person time reasonably request. Seller shall have the right to terminate have a representative present at all times during any such inspections, interviews and examinations. Additionally, between the date hereof and the Closing, the Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in Section 7.1(e) or accelerate any applicable confidentiality agreement between the rights pursuant Parties containing standard terms for a transaction of the nature contemplated by this Agreement (and in no event less than the standard set forth in Section 7.1(e)). The Buyer shall have no right of access to, such Contract; and Seller shall have no obligation to provide to the Buyer, (ii1) access bids received from others in accordance with Section 7.3 and information and analysis (including financial analysis) relating to such documents bids, or (2) any information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of which would jeopardize any trade secrets (including source code) of privilege available to the Company, any of its Subsidiaries Subsidiary or any third Persons; or (iv) such documents or information are reasonably pertinent Seller relating to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require cause Seller, the Company, any of its Subsidiaries Subsidiary or any of their respective Representatives Affiliates to prepare any reports, analyses, appraisals, opinions breach a confidentiality obligation or other information. Any investigation conducted pursuant (3) except to the access extent contemplated in Section 7.1(d), Retained E-Mail (the "Excluded Information"). The Buyer agrees that if the Buyer or its authorized representatives receive, or if the information (whether in electronic mail format, on computer hard drives or otherwise) held by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any Subsidiary as of the Closing includes, information that relates to the business operations or other strategic matters of Seller or any of its Subsidiaries of their normal duties or Affiliates (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 other than the Company and its Subsidiaries will the Subsidiaries), such information shall be held in confidence on the terms and subject to the Company’s reasonable security measures conditions contained in any applicable confidentiality agreement or in Section 7.1(e), as applicable, but the term of the restriction on the disclosure and insurance requirements and will not include use of such information shall continue in effect as to such information for a period of two years from the right to operate any equipment or perform invasive or subsurface testing or any samplingClosing. The Buyer further agrees that if Seller, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any Subsidiary inadvertently furnishes to the Buyer copies of its Subsidiaries not involved in the negotiation or consummation access to information that is subject to clause (2) of the Transactions second preceding sentence, the Buyer will, upon Seller's request promptly return same to Seller, the Company or such Subsidiary together with any customer, technology and all extracts therefrom or notes pertaining thereto (whether in electronic or other partnerformat) and delete any e-mail containing any such information after providing copies of such e-mail to Seller. The Buyer shall indemnify, vendor defend and hold harmless Seller and its Affiliates from and against any Losses asserted against or supplier suffered by Seller or its Affiliates relating to, resulting from, or arising out of the Company negligence of Buyer or its authorized representatives in connection with the Merger performing any examinations or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access inspections pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the Company7.1(a).

Access. At all times during (a) Each Seller shall permit representatives of the period commencing Buyer to have access (at reasonable times, on reasonable prior written notice and in a manner so as not to interfere with the execution and delivery of this Agreement and continuing until the earlier to occur normal business operations of the termination of this Agreement pursuant Business) to Article VIII the Business Employees and the Effective Timecounsel and auditors of the Sellers as well as the premises, properties, financial and accounting records, contracts and other records and documents, of or pertaining to the Business; provided, however, such counsel shall not be obligated to disclose any information or documents that is covered by the attorney-client privilege or the attorney work product privilege. Prior to the Closing, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent Buyer and its Representatives representatives shall not contact or communicate with the customers and suppliers of any Seller in connection with the transactions contemplated by this Agreement, except with the prior written consent of any Seller. (b) The Sellers will provide the Buyer, the Buyer’s representatives and Buyer’s independent registered public accountants reasonable access, consistent with applicable Law, access during normal business hours, upon reasonable advance request, hours to the properties, such books, records, Contracts workpapers, data and personnel other information as may be reasonably requested by the Buyer to allow the Buyer and its independent registered public accountants to conduct an audit or review of the Company Business and Acquired Assets for such periods as the Buyer may require for its Subsidiaries financial reporting purposes required in connection with any report required to be filed with the Securities and instruct its and their Representatives and personnel to reasonably Exchange Commission under the Securities Exchange Act of 1934. The Sellers shall cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result Buyer and Buyer’s independent registered public accountants in the disclosure preparation of any trade secrets (including source code) audited and/or pro forma financial statements in respect of the Company, any of its Subsidiaries or any third Persons; or (iv) Business and Acquired Assets for such documents or information are reasonably pertinent to any adverse Legal Proceeding between periods as the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law)Buyer may require; provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 Buyer shall be construed to require responsible for the Company, any cost of its Subsidiaries audit. (c) The Buyer and the Sellers acknowledge and agree that the Confidentiality Agreement remains in full force and effect and that Information provided by any Seller or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant Affiliates to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access Buyer pursuant to this Section 6.7 must be directed Agreement prior to the Chief Legal Officer Closing shall be treated in accordance with the Confidentiality Agreement. If this Agreement is terminated prior to the Closing, the Confidentiality Agreement shall remain in full force and effect in accordance with its terms. If the Closing occurs, the Confidentiality Agreement, insofar as it covers Information relating to the Business, shall terminate effective as of the Company or Closing, but shall remain in effect insofar as it covers other Person designated by the CompanyInformation disclosed thereunder.

Access. At all times during (a) Prior to the period commencing with Closing Date, or, if earlier, until the execution and delivery of date this Agreement and continuing until the earlier to occur of the termination of this Agreement is terminated pursuant to Article VIII Section 10.1, Sellers shall afford (and the Effective Timeshall cause their respective Affiliates, the Company shall, solely for purposes of furthering and the Merger or integration planning related thereto subject Company Subsidiaries to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent afford) to Buyers and its authorized Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the propertiesproperties (including the Facility), books, recordscontracts and records (including all management reports and presentations) of Sellers, Contracts and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information Subsidiaries, and to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) appropriate officers and employees of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company Subsidiaries and its AffiliatesSellers, on in each case, as reasonably requested by Buyers and as may be necessary to assist Buyers in connection with Buyers’ understanding and preparations for integrating the one hand, and Parent and its Affiliates, on Business into Buyers’ organization following the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law)Closing; provided, however, that the Company such access shall give only be upon reasonable advance written notice to Parent Sellers and shall not unreasonably disrupt personnel or operations of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) Business and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed at Buyers’ sole cost and expense. Buyers shall have the right to require conduct a non-invasive Phase I environmental site assessment of reasonable scope of the assets and properties of the Company, any of its Subsidiaries or provided, however, that neither Buyers nor any of their respective Affiliates or Representatives shall have the right to prepare perform or conduct any reports, analyses, appraisals, opinions invasive environmental sampling or other information. Any investigation conducted pursuant environmental site assessment with respect to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company assets and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives properties of the Company or any Company Subsidiary without the prior consent of its Subsidiaries Sellers, which consent may be withheld in Sellers’ sole discretion. Sellers shall have the right to have a Representative present at all times during any inspections, interviews and examinations. Notwithstanding the foregoing, Buyers shall have no right of access to, and Sellers shall have no obligation to provide to Buyer, information relating to (i) any information the disclosure of which would jeopardize any privilege relating to such information available to the Company, Sellers or any Affiliate of Sellers or would cause the Company, the Company Subsidiaries, Sellers or any of their normal duties Affiliates to breach a confidentiality obligation or jeopardize any attorney-client or similar privilege; or (ii) create any information the disclosure of which would result in a risk violation of damage Law. It is further agreed that neither Buyers nor its Representatives shall contact any of the employees, customers, suppliers or destruction to any property Persons that have a business relationship with the Company or assets the Company Subsidiaries in connection with the Transactions, whether in person or by telephone, mail or other means of communication, without the specific prior authorization of Sellers and without a Representative of the Company or its Subsidiaries. Any access to the properties of the Company Subsidiaries being present. (b) SEMG shall indemnify, defend and its Subsidiaries will be subject hold harmless the Seller Indemnified Parties effective as and from the date hereof, from and against any Losses actually suffered or incurred arising out of any injury to any Person or property resulting from the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment activities of Buyers or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to under this Section 6.7 must be directed to 6.2. The foregoing indemnification obligation shall survive the Chief Legal Officer Closing or termination of the Company or other Person designated by the Companythis Agreement.

Access. At all times during (a) From the period commencing with the execution and delivery of this Agreement and continuing date hereof until the earlier to occur Closing, upon reasonable notice, the Seller shall and shall cause each of the termination Seller's officers, directors, employees, agents, accountants and counsel to: (i) afford the officers, employees and authorized agents, accountants, counsel, financing sources and representatives of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives Purchaser reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the offices, properties, booksplants, recordsother facilities, Contracts books and personnel records of the Company Seller and its Subsidiaries to those officers, directors, employees, agents, accountants and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that counsel of the Company may restrict or otherwise prohibit access to Seller who have any documents or information knowledge relating to the extent that (i) any applicable Law Seller or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; Business and (ii) access to such documents or information would give rise furnish to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives agents, accountants, counsel, financing sources and representatives of the Company Purchaser such additional financial and operating data and other information regarding the Business and the assets, properties and goodwill of the Seller as the Purchaser may from time to time reasonably request. (b) In order to facilitate the resolution of any claims made against or any incurred by the Seller prior to the Closing, for a period of its Subsidiaries seven years after the Closing, the Purchaser shall (i) retain the books and records of their normal duties or the Seller which are transferred to the Purchaser pursuant to this Agreement relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Seller and (ii) create a risk of damage or destruction to any property or assets upon reasonable notice, afford the officers, employees and authorized agents and representatives of the Company or its Subsidiaries. Any Seller reasonable access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include (including the right to operate make, at the Seller's expense, photocopies), during normal business hours, to such books and records. (c) In order to facilitate the resolution of any equipment claims made by or perform invasive against or subsurface testing incurred by the Purchaser after the Closing or for any samplingother reasonable purpose, monitoring or analysis for a period of soilseven years following the Closing, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein the Seller shall (i) retain all books and records of the Seller which are not transferred to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access Purchaser pursuant to this Section 6.7 must be directed Agreement and which relate to the Chief Legal Officer Seller, its operations or the Business for periods prior to the Closing and which shall not otherwise have been delivered to the Purchaser; and (ii) upon reasonable notice, afford the officers, employees and authorized agents and representatives of the Company Purchaser, reasonable access (including the right to make photocopies at the expense of the Purchaser), during normal business hours, to such books and records. (d) The Purchaser shall keep all information obtained pursuant to Section 6.4(a) confidential in accordance with the terms of the confidentiality agreement, dated May 12, 2005 (the "Confidentiality Agreement"), between the Purchaser and the Seller. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Seller and the Purchaser hereby agree that each such party may issue press release(s) or make other Person designated by the Companypublic announcements in accordance with Section 10.9.

Access. At all times during (a) From the period commencing with the execution and delivery of this Agreement and continuing Execution Date until the Closing (or earlier to occur of the termination of this Agreement pursuant Agreement), Buyer shall have the right to Article VIII inspect at the offices of Company, during Company’s normal business hours and upon reasonable advance notice to Seller, copies or originals (as determined by Company and Seller) of all files, records and data related to the Effective TimeAssets that are in the possession of Company; provided, that access to certain of such files, records and data may be made available on a website created for such purpose. Notwithstanding the foregoing, Company shall, solely for purposes of furthering the Merger shall not be under any obligation to furnish Buyer any data or integration planning related thereto information or access to any Assets which is subject to Non-Party restrictions (provided that Seller has caused Company to use commercially reasonable efforts to obtain the restrictions consent of such Non-Party to disclose such data or limitations as a result of COVID-19 information to Company or such access for Company, provided further that Company will have no obligation to provide consideration in exchange for such consent or any COVID-19 Measuresmaterials subject to attorney-client privilege (other than title opinions)). Subject to Section 3.15, afford Parent and its Representatives reasonable access, consistent with applicable LawBuyer shall also have the right to make or perform, during Company’s normal business hours, upon reasonable advance request, to the properties, books, records, Contracts and personnel inspections of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law)Assets; provided, however, that the (a) Buyer must make previous arrangements with Company shall give written notice to Parent of the fact that it is withholding and Seller for each such information or documents pursuant to clauses inspection, and (ib) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of each such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 inspection shall be construed limited to require the CompanyPhase 1 Activities. All investigations and due diligence conducted by Buyer or Buyer’s representatives shall be conducted at Buyer’s sole risk, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 cost and expense and shall be conducted in compliance with the terms of any applicable Leases, Surface Contracts, and Contracts. BUYER SHALL RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS THE SELLER GROUP (AND COMPANY PRIOR TO CLOSING) FROM ANY AND ALL CLAIMS ARISING OUT OF, RESULTING FROM, OR RELATING TO ANY FIELD VISIT, ENVIRONMENTAL ASSESSMENT, OR OTHER DUE DILIGENCE ACTIVITY CONDUCTED BY BUYER OR ANY BUYER’S REPRESENTATIVE WITH RESPECT TO THE ASSETS REGARDLESS OF SELLER’S OR COMPANY’S NEGLIGENCE OR FAULT (INCLUDING THOSE CLAIMS RESULTING FROM THE SOLE, JOINT OR CONCURRENT NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER, COMPANY OR ANY REPRESENTATIVES OF EITHER SELLER OR COMPANY). The foregoing indemnity shall continue in full force and effect notwithstanding any termination of this Agreement. Buyer agrees to provide to Seller, immediately upon request, a manner copy of any and all environmental assessments of the Assets conducted by or on behalf of Buyer, including any reports, data, and conclusions, and to maintain the confidentiality of the information set forth therein until the Closing except to the extent disclosure is required under applicable Law. In the event that does not this Agreement is terminated, Buyer agrees to continue to maintain the confidentiality of such information except to the extent disclosure is required under applicable Law. Buyer agrees to comply with the rules, regulations and instructions of Seller and Company and any applicable Non-Party regarding the actions of Buyer and its agents while upon, entering or leaving the Assets. (b) During all periods that Buyer and/or any of the Buyer’s representatives are on the premises of Company or the Assets prior to Closing, Buyer shall maintain, at its sole expense and with insurers reasonably satisfactory to Seller, policies of insurance of types and in amounts sufficient to cover the obligations and liabilities of Buyer under this Section 3.3(b). Coverage under all insurance required to be carried by Buyer under this Section 3.3(b) will (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officersbe primary insurance, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets list the members of the Seller Group and any applicable Non-Party operators as additional insureds, (iii) waive subrogation against the members of the Seller Group and (iv) provide for not less than 15 Days prior notice to 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 premises of Company or its Subsidiaries. Any access to the properties of lands underlying the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the CompanyAssets.

Access. At all times during (a) From the period commencing with the execution and delivery of this Agreement and continuing date hereof until the earlier Closing Date, subject to occur of the termination of this Agreement pursuant to Article VIII Applicable Law and the Effective TimeConfidentiality Agreement, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measuresand shall cause its Subsidiaries to, afford Parent (i) give Parent, its counsel, financial advisors, auditors, and its Representatives reasonable access, consistent with applicable Law, during normal business hoursother authorized representatives, upon reasonable advance requestnotice and during Working Hours, reasonable access to the offices, employees and properties, books, and to copies of books and records, Contracts of the Company and personnel its Subsidiaries; (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data in its possession relating to the businesses of the Company and its Subsidiaries as such Persons may reasonably request; and (iii) instruct the employees, counsel and financial advisors of the Company and its and their Representatives and personnel Subsidiaries to reasonably cooperate with Parent in its investigation of the businesses of the Company and its Subsidiaries. (b) From the date hereof until the Closing Date, subject to Applicable Law and the Confidentiality Agreement, Parent shall, and shall cause its Subsidiaries to, (i) give the Company and BLITA and their respective counsel, financial advisors, auditors, and other authorized representatives, upon reasonable advance notice and during Working Hours, reasonable access to the offices, employees and properties, and to copies of books and records, of Parent and its Subsidiaries; (ii) furnish to the Company and BLITA and their respective counsel, financial advisors, auditors and other authorized representatives such financial and operating data in its possession relating to the businesses of Parent and its Subsidiaries; and (iii) instruct the employees, counsel and financial advisors of Parent and its Subsidiaries to reasonably cooperate with the Company and BLITA in connection therewith, in each case, solely to the extent such access, information or cooperation is required by the Company or BLITA in connection with BLITA accounting for its holding of the Parent Common Stock to be received by it and its Affiliates hereunder with the equity method of accounting. (c) Any investigation pursuant to this Section 5.07 shall be conducted in such manner as not to interfere unreasonably with the conduct of the businesses of the Company and its Subsidiaries or Parent and its Subsidiaries, as applicable. Notwithstanding the foregoing, (A) the Company and Parent, except as applicable, shall not be required to provide or cause to be provided access to or disclose or cause to be disclosed (x) any personnel records relating to individual performance or evaluations, medical histories or other personal information that in the Company’s or in Parent’s, as applicable, good faith opinion could subject the Company may restrict or otherwise prohibit its Affiliates or Parent or its Affiliates, as applicable, to risk of liability or (y) any information where such access or disclosure would jeopardize the attorney-client privilege, contravene any Applicable Law or contravene any bona fide confidentiality undertaking to a Third Party in effect as of the date hereof (provided that, in the case of this clause (y), the Company or Parent, as applicable, shall cooperate with Parent or the Company, as applicable, in good faith to develop substitute arrangements, to the extent reasonably possible, that do not result in the loss or reduction of such privilege, contravention of such Applicable Law or contravention of such undertaking), and (B) prior to the Closing Date, neither Parent nor the Company, as applicable shall have any right to perform or cause to be performed any invasive or subsurface investigations of the properties of the Company or any of its Subsidiaries, or Parent or its Subsidiaries, as applicable, including any sampling or testing of the air, soil, surface water, groundwater, building materials or other environmental media. (d) No investigation by a party hereto or its representatives shall affect or be deemed to modify or waive any representations, warranties or covenants of any other party set forth in this Agreement. (e) On and after the Closing Date, Parent shall, and shall cause its Subsidiaries to, (i) maintain the books and records of the business of the Company and its Subsidiaries for a period of six years and (ii) upon reasonable prior written notice and during Working Hours, afford to each of the Equityholders and its agents reasonable access to (x) copies of books and records relating to the Company or its Subsidiaries for the period prior to Closing and (y) employees and auditors of the business of Parent and its Subsidiaries, in each case to the extent reasonably necessary to permit the applicable Equityholder to perform or satisfy any documents legal or regulatory obligation relating to any period on or before the Closing Date or for any other legitimate, non-competitive purpose relating to any period on or before the Closing Date. Notwithstanding the foregoing, (A) Parent shall not be required to provide access or disclose information to the extent that such access or disclosure would (ix) any applicable Law or Contract requires jeopardize the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine contravene any Applicable Law or other contravene any bona fide confidentiality undertaking to a Third Party in effect as of the date hereof (provided that Parent shall, and shall cause its Subsidiaries to, cooperate with the applicable Equityholder in good faith to develop substitute arrangements, to the extent reasonably possible, that do not result in the loss or reduction of such privilege applicable to or contravention of such documents Applicable Law) or information; (iiiy) access would result in the disclosure of any trade secrets (including source code) or any competitively sensitive information of the Company, Parent or any of its Subsidiaries or any third Persons; of a Third Party to whom Parent or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives has confidentiality obligations, and (B) Parent shall not be required to prepare any reportsprovide such access unless the applicable Equityholder conducts, analysesand causes its representatives to conduct, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by its activities permitted under this Section 6.7 shall be conducted 5.07(e) in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company Parent and its Subsidiaries Affiliates. (f) From the date hereof through the Closing Date, unless Parent has first notified the Chief Executive Officer of the Company, Parent shall not, and shall cause its Affiliates and Parent’s and its Affiliates’ representatives not to, initiate contact with any employees, independent contractors, vendors, customers, suppliers or otherwise result in any significant interference other third parties having business relationships with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries Subsidiaries, other than in the ordinary course 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 Parent’s and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that Affiliates’ businesses (so long as any such contact shall be arranged and supervised by Representatives of in the Company. All requests for access pursuant ordinary course does not relate to this Section 6.7 must be directed to Agreement or the Chief Legal Officer of transactions contemplated hereby, and is otherwise conducted in compliance with the Company or other Person designated by terms the CompanyConfidentiality Agreement).

Access. At all times during During the period commencing with from the execution and delivery of this Agreement and continuing until Date through the earlier to occur of the Closing or the termination of this Agreement pursuant to Article VIII Section 10.1 (the “Pre-Closing Period”), and upon reasonable advance notice to the Effective TimeCompany, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford shall provide Parent and its Parent’s Representatives with reasonable access, consistent with applicable Law, access during normal business hours, upon reasonable advance request, hours to the propertiesAcquired Companies’ personnel, booksfacilities and existing books and records; provided that any such access shall be conducted at Parent’s sole cost and expense, records, Contracts and under the supervision of appropriate personnel of the Acquired Companies and in such a manner as to not unreasonably interfere with the normal operation of the business of the Acquired Companies. Nothing herein shall require any Acquired Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to disclose any documents or information to the extent that Parent or Parent’s Affiliates or Representatives if such disclosure would (ia) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of jeopardize any attorney-client privilege, work product doctrine or other legal privilege or (b) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to such documents or information; (iii) access would result in the disclosure of any trade secrets Agreement Date (including source code) of the Company, any of its Subsidiaries or confidentiality agreement to which any third PersonsAcquired Company is a party); or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, provided that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company Acquired Companies shall use its commercially reasonable best efforts to allow the for such access or disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with result in a contravention of any applicable Law, fiduciary duty or agreement or jeopardize any attorney-client or other legal privilege including using commercially reasonable efforts to obtain the conduct required Consent of any applicable third party or through the business use of a “clean team.” Any information furnished to, or obtained by, Parent pursuant to this Section 6.1, and any investigation of the Company and made by Parent or its Subsidiaries or otherwise result in any significant interference with Representatives, shall not be deemed to have been disclosed on the prompt and timely discharge by officers, employees and other authorized Representatives Disclosure Schedules as of the Company Agreement Date, to constitute a part of, or an amendment or supplement to the Disclosure Schedules, to cure any breach of its Subsidiaries of their normal duties any representation or (ii) create a risk of damage or destruction to any property or assets warranty as of the Company Agreement Date or its Subsidiaries. Any access to otherwise limit the properties rights and remedies of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactionshereunder, in each case, unless so agreed to in writing by Parent. Except in the ordinary course of business unrelated to the transactions contemplated by this Agreement, prior to the Closing, without the Company’s prior written consentconsent of the Company, which may be withheld for any reason, no Parent Party or their Representatives may contact any suppliers to, or customers of, the Acquired Companies, and Parent and Merger Sub acknowledge and agree that will have no right to perform invasive or subsurface investigation of any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the Companyreal property in connection herewith.

Access. At all times during Until the period commencing with Closing Date, if requested by 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 Effective TimePurchaser, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable accessSubsidiaries will, consistent with applicable Lawand the Sellers will cause the Company and its Subsidiaries to, permit the Purchaser, its financing sources and their respective representatives, during normal business hours, upon reasonable advance requestaccess to (a) the assets, to the properties, books, records, Contracts books of account, contracts and personnel other documents of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ib) any applicable Law employees, advisors, consultants, other personnel, customers, service providers, vendors or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant tosuppliers of, or give a third Person the right to terminate or accelerate the rights pursuant toothers having material business relations with, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to Until the properties of Closing Date, the Company and its Subsidiaries will, and the Sellers will be subject cause the Company and its Subsidiaries to, furnish promptly to the Company’s Purchaser such additional data and other information as to its affairs, assets, business, properties or prospects as the Purchaser, its financing sources or their representatives may from time to time reasonably request. Efforts; Cooperation. The Company and the Sellers will use all reasonable security measures efforts to cause the conditions specified in Section 8.1 to be satisfied as soon as practicable. The Company and insurance requirements and the Sellers will not include cooperate with any reasonable request by the right to operate any equipment Purchaser or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company financing sources in connection with the Merger or any Purchaser’s financing of the Transaction. For example, if requested by the Purchaser, the Company and the Sellers will assist the Purchaser in obtaining any mortgage, leasehold mortgage, title commitment, landlord waiver, control agreement, collateral assignment or other Transactionsdocument, instrument or agreement reasonably requested by the Purchaser’s financing sources. To the extent required in connection with the Transactions contemplated by this Agreement, within five (5) business days following the date of execution of this Agreement each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company and the Purchaser shall promptly make or cause to be made any and all required filings under the HSR Act, and will request early termination of the waiting period required under the HSR Act. The parties agree to cooperate and promptly respond to any inquiries or investigations initiated by the Federal Trade Commission or the Department of Justice in connection with any such filings. The Purchaser and the Company shall each pay one- half of the filing fee required by the HSR Act. [The Company will use all reasonable efforts to obtain the Required Consents. The Company will, within ten (10) days of the date of this Agreement, make all required filings and notifications with the appropriate governmental authorities in order to obtain the approval of such governmental authorities to consummate the Transactions. The Purchaser will provide the Company with any information reasonably requested by the Company in order for the Company to complete such filings and notifications. The parties agree to cooperate and promptly respond to any inquiries or investigations initiated by any governmental authority in connection with such filings and notifications.] [Should any Person require as a condition to it consenting to the Transactions or otherwise providing a Required Consent, (i) the amendment, modification or replacement of any material term of any authorization, certification, franchise, license, permit or contract, or (ii) any new material terms to any authorization, certification, franchise, license, permit or contract, the Company shall not agree to the same without the prior written approval of the Purchaser. Except as set forth in Section 5.3(c), any fee or other Person designated cost required to be incurred to obtain any Required Consent shall be borne by the CompanyCompany or, if required to paid after the Closing, the Sellers.]

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent Seller will permit Buyer and its Representatives to have reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance requestprior to the Closing Date, to the properties, books, records, Contracts books and personnel records of the Company Business during normal working hours and its Subsidiaries upon reasonable advance notice; provided, however, that Buyer will not disrupt the personnel and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that operations of the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine Business or other privilege applicable to such documents operations or information; (iii) access would result in the disclosure activities of any trade secrets (including source code) of the Company, Seller or any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law)Subsidiaries; provided, further, that the Company shall give written notice to Parent (a) nothing herein will require any employee of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company Seller or any of its Subsidiaries of their normal duties to provide any information regarding the Business in any other format or otherwise to manipulate or reconfigure any data regarding the Business; (iib) 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 nothing herein will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company require Seller or any of its Subsidiaries not involved to provide Buyer with access to or copies of (i) any information that must be maintained as confidential by applicable Law or in accordance with the negotiation terms of a written agreement with a third party, (ii) sensitive customer or consummation of the Transactions or any customeremployee information, technology manufacturing processes, pricing lists or other partnerinformation that relates to the Business and that, vendor in Seller’s reasonable business judgment, should not be provided to Buyer until the transactions contemplated hereby have been consummated in order to avoid any adverse effect on the Business, or supplier in order not to violate applicable Laws, unless such information will be acquired by Buyer at the Closing Date, in which case Buyer will enter into any confidentiality agreement(s) that are necessary to review such information (receipt of the Company in connection with the Merger such information being subject to execution of any necessary confidentiality agreement(s) by any required third party), or (iii) employee information; and (c) nothing herein will require Seller or any of its Subsidiaries to provide Buyer with access to or copies of any information that relates to any businesses or operations of Seller or any of its Subsidiaries other than the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the CompanyBusiness. All requests for access pursuant will be made to this Section 6.7 must such Representatives of Seller as Seller will designate, who will be directed solely responsible for coordinating all such requests and access thereunder. Notwithstanding the foregoing, prior to the Chief Legal Officer Closing, Buyer and Buyer’s Representatives will not contact or in any other manner communicate with the employees, customers and suppliers of the Company Business in connection with the transactions contemplated hereby, except following prior consultation with and written approval from Seller or its Representatives. Notwithstanding the foregoing or any other Person designated by the Companyprovision in this Agreement, none of Buyer, any Affiliate of Buyer or any Representative of Buyer will be entitled to review or have access to any Tax Return of Seller or any Affiliate thereof or any work papers related thereto.

Access. At all times The Contributor hereby grants to the Partnership and each of its employees, agents, consultants and contractors, subject to the rights of Tenants under the Leases, the right and permission from and after the date hereof to enter upon the Property, or any part thereof, at reasonable times, for the purpose of completing its inspections and studies permitted hereunder; provided, however, the Partnership shall provide reasonable advance written notice to the Contributor’s Representative prior to entry upon the Property so that a Representative of the Contributor may have the opportunity to be present during the period commencing any inspections or studies conducted thereon and shall not unreasonably interfere with the execution and delivery of this Agreement and continuing until the earlier to occur use, occupancy or operation of the Property. The Partnership shall not perform any intrusive testing of the Property without the prior written consent of the Contributor’s Representative, which consent may be given or withheld in the Contributor’s Representative’s sole discretion. Specifically, the Partnership shall have the option to obtain, at its sole cost and expense, any such environmental reports as the Partnership and the lender under the Loan may desire, or updates to any such existing reports, for the Property, and to obtain and/or undertake, at its sole cost and expense, any other studies, investigations, evaluations, assessments, or other reports relating to the Property or any aspects thereof. The Partnership shall indemnify, defend and hold the Contributor harmless from any damage to the Property caused by the Partnership’s conduct of such inspection activities. Upon the completion of any inspection or test, the Partnership shall promptly restore the Property substantially to their condition prior to such inspection or test. The Partnership shall keep the Property free and clear of any liens and will indemnify, protect, defend, and hold the Contributor, the Contributed Entity, the Property Owner, their Subsidiaries and the Existing Manager, their respective officers, employees, and agents harmless from and against all claims (including any claim for damage to property or injury to or death of any persons), liabilities, obligations, liens or encumbrances, losses, damages, costs or expenses which directly result from entry onto the Property by the Partnership or the Partnership’s Representatives. This indemnity shall survive the Subsequent Closing or termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the properties, books, records, Contracts and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that six (i6) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the Companymonths.

Access. At all times Purchaser and its agents shall have the right to inspect the Premises during business hours, provided that Purchaser shall first give Seller reasonable advance notification of its intention to conduct any such inspection and that such inspection shall not unreasonably impede the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur normal day-to-day business operation of the termination Premises or interfere with any Tenant and Purchaser’s right of this Agreement pursuant to Article VIII and inspection of the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto Premises shall be subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the properties, books, records, Contracts and personnel rights of the Company Tenants. Purchaser shall exercise reasonable care at all times that Purchaser shall be present upon the Premises and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that in the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person performance of all inspections. Seller shall have the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver have a representative of Seller accompany Purchaser during any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause inspections. Purchaser shall not restrict communicate in any Personmanner with the Tenants concerning their respective leases or occupancy or the Premises, including, without limitation, its potential sale, without Seller’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law)prior written consent in every instance; provided, however, Seller shall not unreasonably withhold its consent to permit Purchaser to conduct an interview with any tenant, at a time and place convenient for all parties. Prior to any entrance upon the Premises for the performance of any inspection, Purchaser shall deliver to Seller a certificate of insurance evidencing that Purchaser has procured, and Purchaser throughout the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure performance of such information inspection shall maintain in force and effect, a commercial general liability insurance policy covering Purchaser and Seller against claims for bodily injury or death or property damage occurring in, upon or about or resulting from the Premises, or any street, drive, sidewalk, curb or passageway adjacent thereto, in standard form and an amount of no less than $2,000,000 (combined single limit), issued by an insurance company with a rating of “A” or better as much of it as possible) established by Best’s Rating Guide, which insurance shall include blanket contractual liability coverage. Purchaser hereby indemnifies and agrees to defend and hold Seller harmless from all loss, cost (including reasonable attorneys’ fees), claim or damage arising in a manner that would not violate connection with or from any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Companysuch inspection by Purchaser or its agents or contractors, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted conduct while at the Premises pursuant to the access contemplated provisions of this Section; provided the indemnity shall not extend to protect Seller from any pre-existing liabilities for matters merely discovered by Purchaser (i.e., latent environmental contamination). Purchaser’s obligations under this Section 6.7 19.15 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company survive Closing or any expiration or termination of its Subsidiaries this Agreement for a period of their normal duties or one (ii1) 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 will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the Companyyear.

Access. At all times during (i) Until the period commencing with date which is seven years after the execution and delivery of this Agreement and continuing until the earlier to occur Closing Date, Seller may retain a copy of the termination of this Agreement pursuant to Article VIII AS/400 Seller Software as it existed on the day before the Closing Date and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject Purchaser shall give to the restrictions or limitations as a result Seller free and unrestricted access to (and the right to make copies at the expense of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the properties, Seller of) the books, recordsfiles, Contracts records and personnel Tax Returns of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information Seller to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise relate to the waiver business and operations of any attorney-client privilege, work product doctrine the Seller on or other privilege applicable prior to such documents or information; (iii) access would result the Closing Date and are in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries Purchaser's or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, Seller's possession on the one hand, and Parent and its Affiliates, on Closing Date or subsequently come into the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information Purchaser's or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other informationSeller's possession. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must ss.7(h)(i) shall be directed conducted by the Seller in good faith, with a reasonable purpose and in such manner as not to interfere unreasonably with the operations of the Purchaser or the Seller following the Closing. Neither the Purchaser nor the Seller shall destroy or dispose of any such books, files, records or Tax Returns prior to the Chief Legal Officer expiration of such seven year period. After the expiration of seven years after the Closing Date, Seller shall destroy any copies of the Company AS/400 Seller Software in Seller's possession and provide Purchaser with a certificate to that effect or continue to keep such AS/400 Seller Software data confidential notwithstanding any other Person designated provision in this Agreement to the contrary. (ii) Until the date which is seven years after the Closing Date, the Seller shall (and the Shareholder shall cause the Seller to) give to the Purchaser free and unrestricted access to (and the right to make copies at the expense of the Purchaser of) the books, files, records and Tax Returns of the Seller to the extent that such relate to the business and operations of the Seller on or prior to the Closing Date and are in the Seller's possession on the Closing Date or subsequently come into the Seller's possession. Any access pursuant to this ss.7(g)(ii) shall be conducted by the CompanyPurchaser in good faith, with a reasonable purpose and in such manner as not to interfere unreasonably with the operations of the Seller following the Closing. Neither the Seller nor the Shareholder shall destroy or dispose of any such books, files, records or Tax Returns prior to the expiration of such seven year period.

Access. At all times (a) Subject to the provisions of the Confidentiality Agreement and to applicable Legal Requirements (including any restrictions on information exchange or pre-merger coordination under applicable Antitrust Laws), during the period commencing from the date of this Agreement through the Initial Closing Date (the “Pre-Closing Period”), Seller will, after receiving reasonable advance written notice from Purchaser, give Purchaser reasonable access (during normal business hours) to Seller’s and the Specified Affiliates’ personnel, books and records relating exclusively to the Specified Assets and the Specified Product (excluding, except as set forth in Section 6.1(c), any information regarding the Specified Employees), and will provide Purchaser with such access to personnel and such information regarding the execution Specified Assets and delivery the Specified Product and any other matters germane to the subject matter of this Agreement and continuing until the earlier Ancillary Agreements (excluding, except as set forth in Section 6.1(c), any information regarding the Specified Employees) as Purchaser may reasonably request for the sole purposes of enabling Purchaser to occur verify the accuracy of the termination representations and warranties set forth in Section 2 with respect to circumstances occurring following the date of this Agreement pursuant or assisting with transition planning; provided that all requests for access to Article VIII and the Effective Timeany such personnel shall be directed to such Person(s) as Seller may designate in writing from time to time (collectively, the Company shall“Designated Contacts”) and all access to personnel will be done under the supervision of Seller. With respect to any matters relating to this Agreement, solely for purposes other than the Designated Contacts, Purchaser is not authorized to and shall not (and shall cause its employees, agents, advisors, counsel, representatives and Affiliates not to) contact any officer, director, employee, partner, customer, vendor, distributor, supplier, lessor or other material business relation of furthering the Merger or integration planning related thereto subject Seller prior to the Initial Closing without the express prior written consent of Seller. (b) Subject to the provisions of the Confidentiality Agreement and to applicable Legal Requirements (including any restrictions on information exchange or limitations as a result of COVID-19 or any COVID-19 Measurespre-merger coordination under applicable Antitrust Laws), afford Parent and its Representatives during the period from the Initial Closing Date through the Final Closing Date (the “Interim Closing Period”), Seller will, after receiving reasonable accessadvance notice from Purchaser, consistent with applicable Law, give Purchaser reasonable access (during normal business hours, upon reasonable advance request, ) to Seller’s and the Specified Affiliates’ books and records relating exclusively to the propertiesSpecified Ex-U.S. Assets (excluding, booksexcept as set forth in Section 6.1(c), recordsany information regarding the Specified Employees), Contracts and will provide Purchaser with such information regarding the Specified Ex-U.S. Assets and any other matters germane to the subject matter of this Agreement and the Ancillary Agreements (excluding, except as set forth in Section 6.1(c), any information regarding the Specified Employees) as Purchaser may reasonably request for the sole purposes of enabling Purchaser to verify the accuracy of the representations and warranties set forth in Section 2 with respect to the Specified Ex-U.S. Assets with respect to circumstances occurring following the date of this Agreement or assisting with transition planning. (c) Except as provided in Sections 6.4 and 6.5, Purchaser will not (without Seller’s approval) contact or otherwise communicate with any of the Specified U.S. Employees; and provided further that any such access shall be conducted under the supervision of appropriate personnel of the Company Seller and its Subsidiaries Affiliates and instruct 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 Seller and its Affiliates. To the extent reasonably requested by Purchaser, Seller will arrange to permit Purchaser to conduct interviews of any of the Specified U.S. Employees during the Pre-Closing Period or the Interim Closing Period. At the request of Purchaser, during the Pre-Closing Period or the Interim Closing Period, Seller will provide to Purchaser the following information with respect to the Specified U.S. Employees (and their Representatives solely such information): compensation and personnel to reasonably cooperate benefits data and sales performance rankings. (d) The access and information provided in accordance with Parent, except that the Company may restrict this Section 6.1 shall not in any way diminish or otherwise prohibit access affect any of the representations or warranties of Seller hereunder or Purchaser’s right to indemnification pursuant to Section 10 in respect of any documents breach thereof. Nothing herein shall require Seller or its Affiliates to disclose any information to the extent that Purchaser if such disclosure would, in Seller’s reasonable discretion (ia) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of jeopardize any attorney-client privilege, work product doctrine or other legal privilege or (b) contravene any applicable law, fiduciary duty or binding agreement entered into prior to such documents or information; (iii) access would result in the disclosure date of any trade secrets this Agreement (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent confidentiality agreement to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company which Seller or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the CompanyAffiliates are a party).

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII IX and the Effective Time, the Company shall, solely for purposes and shall cause each of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measuresits Subsidiaries to, afford Parent and its Representatives reasonable access, consistent with applicable Law, access during normal business hours, upon reasonable advance requestprior notice, to the properties, books, records, Contracts books and records and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parentand, except that during such period, the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or shall, and shall cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any each of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to, furnish promptly to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its AffiliatesRepresentatives (a) a full and accurate copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of domestic or foreign securities Laws (and the Company shall deliver to Parent a copy of each report, schedule and other document proposed to be filed or submitted by the Company pursuant to the requirements of domestic or foreign securities Laws not less than two (2) Business Days prior to such filing) and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with the Exchange Act or from FINRA concerning the Company’s compliance with the eligibility requirements for quotation on the other hand OTC Bulletin Board, (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Lawb) internal financial statements, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law)(c) all other information concerning its business, Taxes, properties or personnel as Parent or its Representatives may reasonably request; provided, however, that the Company shall give written notice to Parent of the fact that it is withholding such no information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) knowledge obtained by Parent in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 5.4 shall affect or be conducted in a manner that does not (i) unreasonably interfere with the conduct deemed to modify any representation or warranty of the business Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Merger Sub hereunder. Parent and its Representatives shall have the right to consult on a regular basis with each of the members of the Company’s and its Subsidiaries’ senior management team, in each case, so that Parent and Merger Sub may obtain all information concerning the business, assets or affairs of the Company and its Subsidiaries or otherwise result in any significant interference with as they may reasonably request. From the prompt and timely discharge by officers, employees and other authorized Representatives date hereof until the earlier of the Company or any termination of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of this Agreement and the Effective Date, the Company shall confer from time to time as requested by Parent with Parent or its Subsidiaries. Any access Representatives to discuss any material changes or developments in the properties operational matters of the Company and its Subsidiaries will be subject to and the Company’s reasonable security measures and insurance requirements and will not include general status of the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider ongoing operations of the Company or any of and its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the CompanySubsidiaries.

Access. At all times during Provided that Buyer has complied with each and every provision thereof, PacifiCorp, on behalf of the period commencing Sellers, shall, in accordance with the execution terms and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result conditions of COVID-19 or any COVID-19 Measuresthat certain Auction Protocols Agreement by and among Buyer and Sellers, afford Parent Buyer, and its Representatives the counsel, accountants and other representative of Buyer, reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance requestthroughout the period from the date hereof to the Closing Date, to the Assets and the managerial and technical personnel associated therewith and all the properties, books, recordscontracts, Contracts commitments, and records included in the Assets which Sellers have in their possession or to which they have access in order to facilitate transition planning. Such records shall include, but not be limited to, personnel records with respect to employees whose principal work location is at the Plant. Such access shall be afforded to Buyer after no less than 24 hours' prior written notice, during normal business hours and only in such manner as not to disturb or interfere with the normal operation of Sellers, and may include, without limitation, discussion and access relating to Buyer's engineering of Plant air pollution and other modifications Buyer plans to construct after Closing. In addition, with the reasonable approval of the Company Sellers Group, during the period prior to the Closing Date, Buyer make modifications to the Assets at Buyer's sole cost and its Subsidiaries expense in order to reduce the requirement for transition services provided for in Section 6.9. PacifiCorp's covenants under this Section are made with the understanding that Buyer shall use all such information in compliance with all Laws. The foregoing notwithstanding, Buyer acknowledges and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except agrees that the Company may restrict or otherwise prohibit Buyer's access to the books and records of the Assets shall not include access to, and PacifiCorp shall not have any documents obligation to deliver to Buyer, any information concerning any alleged dispute or information any pending litigation, investigation or proceeding involving Sellers or their Affiliates that is protected by or subject to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it which is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated restricted by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company an agreement entered into in connection with the Merger such dispute, litigation, investigation or proceeding or an order entered by any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the Companycourt.

Access. At all times during (a) Until the period commencing with the execution and delivery of this Agreement and continuing until the earlier Closing Date, Seller shall afford to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent Purchaser and its Representatives officers and authorized agents and representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, access to the properties, books, recordsrecords (including Tax Returns), Contracts contracts, documents, files (including loan files) and other information of or relating to the Branches, the Acquired Assets and Assumed Liabilities, including for purposes of reviewing BSA/AML matters. Purchaser and Seller each will identify to the other, within ten (10) calendar days after the date hereof, a selected group of their respective salaried personnel that shall constitute a “transition group” who will be available to Seller and Purchaser, respectively, at reasonable times to provide information and assistance in connection with Purchaser’s investigation of such matters. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer thereof. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of Seller’s business. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide access to or disclose information where such access or disclosure would violate the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreement. The parties hereto shall use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company preceding sentence apply. (b) Seller shall permit Purchaser, at its expense, to cause a “phase I environmental audit” and its Subsidiaries and instruct its and their Representatives and personnel a “phase II environmental audit” to reasonably cooperate with Parentbe performed at each Branch at any time prior to the Closing Date; provided, except however, that Purchaser shall have the Company may restrict or otherwise prohibit access right to any documents or information conduct a “phase II environmental audit” prior to the Closing only to the extent that a “phase II environmental audit” is within the scope of additional testing recommended by the “phase I environmental audit” to be performed as a result of a “Recognized Environmental Condition” (ias such term is defined by The American Society for Testing Materials) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result that was discovered in the disclosure of “phase I environmental audit.” Prior to performing any trade secrets (including source code) of the Company, any “phase II environmental audits,” Purchaser will provide Seller with a copy of its Subsidiaries proposed work plan and Purchaser will cooperate in good faith with Seller to address any comments or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between suggestions made by Seller regarding the Company work plan. Purchaser and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause environmental consultant shall not restrict any Person’s rights to seek discovery conduct all environmental assessments pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed 7.2(b) so as not to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company applicable location, and Purchaser shall maintain or cause to be maintained adequate insurance with respect to any assessment conducted hereunder. Purchaser shall be required to restore each Owned Real Property to its Subsidiaries or otherwise result pre-assessment condition. All costs and expenses incurred in connection with any significant interference “phase I environmental audit” and any “phase II environmental audit,” shall be borne solely by the Purchaser, except if any restoration and clean up shall be required by applicable Environmental Laws, in which event such expenses incurred in connection with any “phase I environmental audit” and any “phase II environmental audit,” as well as any restoration and clean up, shall be borne solely by Seller, up to an aggregate amount of $500,000 for each Branch, and provided in such case that Seller shall be entitled (at Seller’s option) to manage and control such restoration and clean up; and provided further, that if the prompt expenses in connection with any “phase I environmental audit” and timely discharge any “phase II environmental audit,” and any restoration and clean up, in relation to a Branch exceeds $500,000 and Seller does not agree to pay such excess expenses, Purchaser may elect, by officers, employees and other authorized Representatives notice delivered to Seller within ten (10) calendar days of the Company or any of determination that such expenses will exceed such specified amount, to exclude such Branch from the Owned Real Property acquired pursuant to this Agreement, and Seller shall use 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 will be reasonable best efforts subject to the Company’s reasonable security measures and insurance requirements and will not include the right other provisions of this Agreement, to operate any equipment enter into a sublease (or perform invasive similar contract) or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein arrange for a lease relating to the contraryapplicable Branch with Purchaser, Parent covering at least a one-year period. (c) Purchaser may meet with Branch Employees, as well as with regional directors who have responsibility for the Branches, promptly following execution of this Agreement and Merger Sub shall not, through the Closing Date to discuss employment retention and shall cause their respective Representatives other employment related matters at mutually agreeable times and so long as such meetings do not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection interfere unreasonably with the Merger or any conduct of the other Transactions, in each case, without the CompanySeller’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or other Person designated by the Companybusiness.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, will afford Parent and its Representatives reasonable access, consistent with applicable Law, access during normal business hours, upon reasonable advance requestnotice, to the properties, books, records, Contracts books and records and personnel of the Company for the purposes of planning for the potential consummation of the Merger and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parentthe operation of the Company following the Closing, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or Contract regulation requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contractinformation; (iib) access to such documents or information would give rise to the waiver a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iiic) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give a third Person the right terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (ive) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv)hand. Nothing in this Section 6.7 shall 6.8 will be construed to require the Company, Company Group or any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall 6.8 will be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries Group or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its SubsidiariesGroup. Any access to the properties of the Company and its Subsidiaries Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental mediatesting. Notwithstanding anything herein to the contrary, Parent The terms and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider conditions of the Company Confidentiality Agreement will apply to any information obtained by Parent or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company Representatives in connection with any investigation conducted pursuant to the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised access contemplated by Representatives of the Companythis Section 6.8. All requests for access pursuant to this Section 6.7 6.8 must be directed to the Chief Legal Officer General Counsel of the Company Company, or other Person another person designated by the Company.

Access. At all times during (a) Following execution of this Agreement, upon reasonable notice, Seller shall afford to Buyer and its prospective financing sources and their respective officers, employees, counsel, accountants, and other authorized representatives (collectively, “Representatives”), full, open, continuing and reasonable access, upon reasonable notice throughout the period commencing with prior to the execution Closing Date, to its (i) equipment, personal and delivery of this Agreement intangible properties, facilities and continuing until the earlier real properties, (ii) accounting files, financial and operating data, budgets, projections and plans, (iii) regulatory and other government filings, (iv) employment records, policies and files, (v) material contracts, agreements and undertakings, (vi) environmental filings and tax returns, (vii) reports, schedules, books and records, and (viii) other information relevant to occur of the termination of this Agreement pursuant to Article VIII and the Effective TimeSeller’s business, including without limitation any Proceedings against Seller, (collectively, the Company shall“Information”); and, solely during such period, Seller shall furnish or make available reasonably promptly to such Representatives of Buyer copies of all such Information (in addition to the information and materials which Buyer has previously received) as may reasonably be requested, including but not limited to a copy of each report, schedule or other document filed with or received by Seller from any Governmental Entity at any time prior to the Closing. Seller shall make reasonably available all of its officers, employees, agents or advisors to Buyer’s Representatives for purposes of furthering reviewing, providing, discussing, or describing any of the Merger Information or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent otherwise keeping Buyer and its Representatives reasonable access, consistent apprised with applicable Law, during normal business hours, upon reasonable advance request, to the properties, books, records, Contracts and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant respect to, or give a third Person and responding to Buyer’s inquiries regarding, the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact Business. Buyer agrees that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall will cause their respective its Representatives not to, contact use any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access information obtained pursuant to this Section 6.7 must be directed for any purpose unrelated to the Chief Legal Officer consummation of the Company transactions contemplated by this Agreement. No information or knowledge obtained in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the parties to consummate the transactions contemplated thereby. (b) Following the execution of this Agreement, Seller shall throughout the period prior to the Closing Date allow Buyer to reasonably establish and operate, at its sole cost and expense, at the licensed premises in Minnesota included in the Purchased Assets such minimal and segregated record keeping and other Person designated by regulatory compliance systems as are necessary to meet the Companyrequirements for federal firearms licensees as established under Gun Control Act of 1968, the NFA, and to the extent applicable, the Arms Export Control Act, and all implementing regulations thereto for each act.

Access. At all times during (a) Prior to the period commencing with Closing Date and subject to the execution Pre-Signing Agreements and delivery of this Agreement applicable Laws, Seller and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject and shall cause their respective Representatives to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measuresprovide Buyer, afford Parent its Affiliates and its their respective Representatives with reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, access to the properties, books, records, Contracts books and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives records of the Company or any of its Subsidiaries of their normal duties Company Subsidiary (or, to the extent related to the Business, the Seller), as it reasonably requests in connection with Buyer’s efforts to consummate the Transactions, including, without limitation, monthly financial statements related to the Business that are prepared by the Seller or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiariesin the ordinary course of business. Any such access and examination shall be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. Seller shall cause the properties officers, employees and Representatives of the Company and its Subsidiaries will be subject each Company Subsidiary (and, to the Company’s reasonable security measures extent related to the Business, the officers, employees and insurance requirements Representatives of Seller) to cooperate with Buyer, its Affiliates and will not include their respective Representatives in connection with such access and examination, and Buyer, its Affiliates and their respective Representatives shall minimize any disruption to the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental mediaBusiness. Notwithstanding anything herein to the contrary, Parent no such access or examination shall be permitted to the extent that it would require Seller, the Company or any Company Subsidiary to disclose information that in the reasonable judgment of Seller would: (A) violate any of Seller’s or its Affiliates’ respective obligations with respect to confidentiality; (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and Merger Sub work product doctrine. (b) From the date hereof until the Closing, Buyer and its Affiliates shall notnot contact and communicate with the customers, suppliers and shall cause their respective Representatives not to, contact any employee or other service provider distributors of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company Subsidiary in connection with the Merger or any of the other Transactions, in each case, Transactions without the CompanySeller’s prior written consentconsent (which shall not be unreasonably withheld, conditioned or delayed). From and after the date hereof until the Closing, Seller and Buyer shall cooperate in good faith to devise communication plans with regards to the customers and suppliers of the Business, including, upon the reasonable request of Buyer, the issuance of joint communications from Seller and Buyer to customers and suppliers of the Business regarding the Transactions. (c) From and after the Closing until the seven (7) year anniversary thereof, upon reasonable notice, Buyer shall, and Parent shall cause the Company and Merger Sub acknowledge the Company Subsidiaries to, furnish or cause to be furnished to Seller and agree that its Representatives reasonable access (including the ability to make copies), during normal business hours, to such officers, management, employees, advisors, representatives, properties and books and records covering any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed period prior to the Chief Legal Officer of Closing relating to the Company or other Person designated by and the Company.Company Subsidiaries and/or the Business as may be reasonably necessary with respect to (i) financial reporting, Tax and accounting matters,

Access. At all times during (a) Between the period commencing with the execution and delivery date of this Agreement and continuing until the earlier Final Closing, Seller shall (and shall cause its Subsidiaries to) (i) afford the Purchaser's officers, employees, counsel, accountants and other authorized representatives access to occur the Books and Records of Seller and its Subsidiaries in respect of the termination of this Agreement pursuant to Article VIII Business and the Effective Timeassets, the Company shallproperties and personnel relating thereto, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access, consistent with applicable Lawin each case, during normal business hours, upon reasonable advance requestprior notice and in such a manner as not to interfere with the normal operations of Seller, and (ii) furnish, except to the propertiesextent doing so would violate any Law or Contract, bookspromptly to Purchaser all information concerning the Business and the assets, records, Contracts properties and personnel of the Company and its Subsidiaries and instruct its and their Representatives and personnel to Business as may reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law)be requested by Purchaser; provided, however, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents no investigation pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall 29 38 affect or be deemed to modify any representation or warranty made by Seller hereunder or under the Acquisition Documents. All information so provided shall be construed to require held by the Company, any of Purchaser under its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company existing confidentiality agreement entered into in connection with the Merger transactions contemplated by this Agreement which shall continue following the execution or any termination of this Agreement, with Seller being treated as if it were the party thereto entitled to the benefits thereunder. (b) After the Final Closing and for a period of five years following the Final Closing Date, (i) Purchaser shall afford Seller's officers, employees, counsel, accountants and other Transactionsauthorized representatives reasonable access to the Books and Records obtained from Seller and its Subsidiaries relating to the Business and (ii) Seller and its Subsidiaries shall afford Purchaser's officers, employees, counsel, accountants and other authorized representatives access to the Books and Records retained by Seller and its Subsidiaries relating to the Business, in each case, without during normal business hours in such a manner as not to interfere with the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives normal operations of the CompanyPerson providing access, as reasonably required in connection with preparing Tax Returns or financial statements, determining or enforcing rights or duties under this Agreement or the Acquisition Documents or complying with Law or requests of any Governmental Authority. All requests Seller hereby agrees that it shall keep confidential pursuant to Section 6.2(b) (for access a period of five years from the date it obtains such information) any Confidential Information which it obtains pursuant to this Section 6.7 must be directed Section. Purchaser hereby agrees that if it obtains any confidential information related to the Chief Legal Officer Grove Business pursuant to this Section, it shall agree to take such actions with respect to such information as are required to be taken by Seller under Section 6.2(b) hereof with respect to Confidential Information (for a period of five years from the Company or other Person designated by the Companydate Purchaser obtains such information).

Access. At all times during (a) To the period commencing with the execution extent permissible under Applicable Law and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to Section 5.04, on or after the restrictions or limitations as a result of COVID-19 or any COVID-19 MeasuresClosing Date, upon written request, Buyer will afford Parent Seller and its Representatives agents reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, and supervised access to the properties, books, records, Contracts employees and personnel auditors of the Company Business existing prior to the Closing (and for the avoidance of doubt, excluding any other books, records, employees and auditors of the Buyer) that are in possession or reasonable control of Buyer or its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information Affiliates (i) to the extent that reasonably necessary to permit Seller or any of its Affiliates to comply with their financial reporting, accounting or auditing obligations (iother than with respect to Taxes which are covered in Sections 8.08 and 8.09) with respect to any applicable Law period ending on or Contract requires before the Company Closing Date with respect to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; Business and (ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, work product doctrine extent reasonably requested by Seller or other privilege applicable to such documents or information; (iii) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries Affiliates in connection with the defense of any Third Party Claim resulting from the conduct of the Business or the ownership of the Purchased Assets prior to the Closing for which Seller or such Affiliate has retained liability under this Agreement; provided that (x) any third Persons; such access by Seller or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause Affiliate shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company Buyer or any of its Subsidiaries Affiliates; (y) Seller and its Affiliates shall not use the provisions of their this Section 6.02(a) with the intent of obtaining any information for use in any Legal Proceeding that may arise between Buyer and Seller in connection with this Agreement; and (z) Seller shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with this Section 6.02(a). (b) To the extent permitted by Applicable Law and only to the extent required to be provided by Seller or its Affiliates pursuant to (and subject to the limitations and conditions set forth in) Section 5.5.1 of the Com-Net Agreement or Section 5.02(d) of the Autoliv Agreement, Buyer will, from and after the Closing and until the expiration of Seller’s or its Affiliates’ obligations under Section 5.5.1 of the Com-Net Agreement or Section 5.02(d) of the Autoliv Agreement, afford reasonable access during normal duties business hours upon advance written notice to the books and records of the Business existing prior to the Closing (and for avoidance of doubt, excluding any other books or records of Buyer or its Affiliates) to any Person who is (and only to the extent that such Person is) entitled to such access under Section 5.5.1 of the Com-Net Agreement or Section 5.02(d) of the Autoliv Agreement; provided that (i) Buyer has no obligation to provide access to any Person to the extent that such access would unreasonably interfere with the conduct of the Business by Buyer; (ii) create a risk of damage or destruction Buyer has no obligation to provide such access to any property or assets of the Company or its Subsidiaries. Any access Person that is adverse to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company Buyer or any of its Subsidiaries not involved Affiliates (as determined by Buyer in the negotiation or consummation good faith) in any Legal Proceeding; (iii) Seller shall bear all of the Transactions or any customerout-of-pocket costs and expenses (including attorneys’ fees, technology or other partnerbut excluding reimbursement for general overhead, vendor or supplier of the Company salaries and employee benefits) reasonably incurred by Buyer in connection with providing such access; and (iv) Seller and its Affiliates shall reasonably cooperate with Buyer to protect the Merger or confidentiality of any confidential information of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that Business provided to any such contact shall be arranged and supervised by Representatives of the Company. All requests for access Person pursuant to this Section 6.7 must be directed 6.02(b), including by taking commercially reasonable actions to the Chief Legal Officer enforce any confidentiality obligations of the Company such Person in favor of Seller or other its Affiliates and causing such Person designated by the Companyto execute a confidentiality or non-disclosure agreement in favor of Buyer in a form reasonably acceptable to Buyer.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective TimePre-Closing Period, the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measuresand shall cause its Subsidiaries to, afford Parent and its Representatives reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance request, to the properties, booksassets, records, Contracts books and records and personnel of the Company and its Subsidiaries Subsidiaries, including financial data and other information (including, for the avoidance of doubt, the work papers of the Company’s auditors to the extent Parent has executed a release in a form reasonably satisfactory to the Company’s auditors), and the Company shall instruct its counsel, lenders, advisors, auditors and their other Representatives and personnel to reasonably cooperate with Parent’s investigation of the Company and its Subsidiaries and with respect to any reporting requirements applicable to Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contractinformation; (iib) access to such documents or information would give rise reasonably be expected to cause the waiver loss of any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; provided that, the Company shall use reasonable best efforts to provide to Parent substitute information; (iiic) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default pursuant to, or give a third Person the right terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons, (e) such disclosure relates to interactions with other prospective buyers of the Company or the negotiation of this Agreement and the transactions contemplated hereby, or information relating to the analysis, valuation or consideration of the Offer, the Merger or the transactions contemplated hereby; or (ivf) such documents or information that are reasonably pertinent related to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, Affiliates on the other hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law)hand; provided, provided that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of the foregoing clauses (ia) through (ive); provided, further, that the Company shall use its reasonable best efforts to obtain any required consents or make alternative arrangements to permit such inspection, access or disclosure in a manner that does not give rise to the consequences referred to in the foregoing clauses (a) through (e). Nothing in this Section 6.7 ‎6.4 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 ‎6.4 shall be conducted in a manner that does not (i) does not unreasonably interfere with the conduct of the business businesses of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a material 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 will (i) shall be subject to the Company’s reasonable safety and security measures and insurance requirements and will requirements, (ii) shall not include any invasive testing without the right written consent of the Company and (iii) may be limited to operate any equipment or perform invasive or subsurface testing the extent the Company determines in good faith that such limitation is necessary in light of COVID-19 or any sampling, monitoring or analysis COVID-19 Measures if providing such access would reasonably be expected to jeopardize the health and safety of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries Subsidiaries. The Company may, as it reasonably deems necessary, reasonably designate commercially sensitive material as “Outside Counsel Only Material” or with similar restrictions, and may remove references concerning the valuation of the Company or the Company’s analysis, valuation or consideration of the Offer, the Merger or the transactions contemplated hereby, and such materials and the information contained therein shall be given only to the outside counsel of Parent, and be subject to an additional confidentiality or joint defense agreement between the Parties. Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not involved reasonably feasible or would not be permitted under applicable Law (including as a result of any COVID-19 Measures). Notwithstanding anything to the contrary in this Agreement and except in the negotiation or consummation ordinary course of business consistent with past practice and not related to the Transactions (or the process contemplated hereby), Parent is not authorized to and shall not (and shall instruct any of its Representatives or Affiliates not to) contact any customer, technology vendor, competitor or other partner, vendor or supplier of person who has a material business relationship with the Company in connection with the Merger or any of its Subsidiaries prior to the other Transactions, in each case, Closing without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives consent of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Executive Officer or Chief Financial Officer of the Company (not to be unreasonably delayed, conditioned or other Person designated by the Companywithheld).