Common use of Access Clause in Contracts

Access. Upon reasonable prior notice to Seller, Purchaser and its agents, employees, consultants, lenders and representatives shall have reasonable access to the Property and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Purchaser; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 and the Closing.

Access. Upon reasonable prior notice (a) Prior to Sellerthe Closing, Purchaser Raintree and the Company shall permit Buyer and its agentsrepresentatives to have access, employeesduring regular business hours and upon reasonable advance notice, consultantsto all information, lenders and representatives shall have reasonable access wherever located, obtained by Raintree or the Company from Bancomer under the Bancomer Agreement or from any advisors or other source with respect to the Property and all books and records for Transactions under the Property that are in Seller’s possession control or control for direction of Raintree and/or 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 Company. (which consent shall not be unreasonably withheldb) and Seller shall have In the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use event 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 termination of this Agreement, Purchaser Buyer shall promptly deliver to the Company, all original documents, work papers and other material obtained by Buyer or on its behalf from Raintree and the Company, or any of their respective agents, employees, consultants, lenders and employees or representatives as a result hereof or in connection herewith whether so obtained before or after the execution hereof. Buyer shall have a continuing right of reasonable access at all times prior to the Property Closing Date, and any office where in the records event of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 termination of this Agreement, cause any information so obtained to be kept confidential 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 lienswill not use, or expenses of permit the use of, such documents, work papers and other materials in its business or any kind other manner or nature whatsoever for any other purpose except as contemplated hereby. The foregoing shall not preclude Buyer from (“Claims”)i) disclosing any information obtained from Raintree or the Company to Buyer's consultants, accountants, legal advisors or other similar representatives, (ii) using or disclosing such information which currently is known generally to the extent caused public or which subsequently has come into the public domain, other than because of disclosure in violation of this Agreement, (iii) using or disclosing of such information that becomes available to Buyer on a non-confidential basis from a source other than Raintree, the Company or Raintree's or the Company's agents provided that such source does not have an obligation prohibiting the disclosure of such information, (iv) disclosure to Buyer's officers, directors and/or affiliates or (v) disclosing such information required by any entry and/or activities upon the Property by Purchaser, Purchaser’s agents, contractors and/or subcontractorsLaw or court order, provided, howeverthat, 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 as soon as Buyer has knowledge of the information provided to Purchaserrequirement for such disclosure, Buyer will promptly give the Company oral and then written notice of the nature of the Law 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 order requiring disclosure and the Closingdisclosure to be made in accordance therewith.

Access. Upon (a) Subject to all applicable Laws (including any banking rules, regulations of any Governmental Authority and any requirements in relation to the Banking Licenses) and the other provisions of this Section 7.6, until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company shall upon reasonable prior notice to Sellerprovided by the Parent Group and at the Parent Group’s sole expense, Purchaser afford Parent Group’s officers and its agentsother authorized Representatives reasonable access, employees, consultants, lenders and representatives shall have at all reasonable access times to the Property and all Company’s or its Subsidiaries’ (as applicable) Contracts, books and records for the Property that are (in Seller’s possession each case, whether in physical or control for the purpose of conducting surveyselectronic form) and officers, appraisalsas well as properties, architecturaloffices and other facilities, engineeringand, structuralall other information and documents concerning its business, mechanicalfinancial condition and operations, geotechnical properties and environmental inspections and tests, and any other inspections, studies, or tests personnel as Parent Group may reasonably required by Purchaserrequest; provided, howeverthat with respect to any discussions regarding future employment terms and any Banking Licenses, Purchaser may 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 conduct 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 invasive testing without Seller’s prior written consent 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 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 (which consent i) not material and (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 shall not be unreasonably withheldconstrued to require the Company to provide the Parent Group or its Affiliates any access or furnish any such information that the Company reasonably believes would (i) and Seller shall have result in the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to disclosure of any testing, studies trade secrets of any third parties or inspections that may disturb the Property in a material respect or interfere with the use breach of the Building terms of any confidentiality obligations, to which the Company or Seller’s business. If any inspection or test disturbs of its Subsidiaries is bound, in any agreement with a third party entered into prior to 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 date of this Agreement, Purchaser and its agents(ii) result in a violation of, employeesor contravene, consultantsany applicable Laws, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records fiduciary duty or Contract of the Property are keptCompany or its Subsidiaries, with at least two (2iii) days prior notice, for the purpose compromise or constitute a waiver of examining and making copies, at Purchaser’s sole expense, of all books and records and any attorney-client or attorney work product privilege or other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” legal privilege of the Property before Company or its Affiliates, and all such information that is entitled to protection under the Closing upon at least two (2) days prior notice attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to Seller. In the course of its investigationssuch protection under these privileges, 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 under 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 liensjoint defense doctrine, or expenses (iv) result in the disclosure of any kind sensitive or nature whatsoever (“Claims”), personal information that would expose the Company to the extent caused by any entry and/or activities upon the Property by Purchaser, Purchaser’s agents, contractors and/or subcontractorsrisk of liability, provided, however, Purchaser that the Company shall not indemnify Seller against notify Parent Group when information or records are being withheld because of restrictions that are based on 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 foregoing clauses (bi) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement and the Closingthrough (iv).

Access. Upon reasonable prior notice Subject to Sellerapplicable Law, Purchaser during the Interim Period, Sellers (a) shall give Buyer and its agentsRepresentatives reasonable access during normal business hours to the offices, properties, officers, employees, consultantsaccountants, lenders auditors, counsel and representatives shall have reasonable access to the Property and all other representatives, books and records for of Sellers, (b) shall furnish to Buyer and its Representatives such financial, operating and property data related to the Property that are in Seller’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical Acquired Assets and environmental inspections other information as Buyer and testsits Representatives reasonably request, and (c) shall cooperate reasonably with Buyer in its investigation of the Business. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other inspections, studies, agreement given or tests reasonably required made by Purchaser; provided, however, Purchaser may Sellers hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property shall be conducted in the presence of Sellers or their Representatives. All inspections shall be conducted so as not conduct any invasive testing without Seller’s prior written consent (which consent shall not be to interfere unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building 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 Sellerrelate to physical injuries arising from Buyer’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 Acquired Assets (other than to the extent any of the foregoing results from the gross negligence or the willful misconduct of all the Person seeking such inspectionsindemnification), studies and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify shall survive Closing or tests required by Purchaser. During the pendency any termination of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives . All information obtained pursuant to this Section 6.4 shall have a continuing right of reasonable access be subject to the Property terms and any office where the records conditions of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 Confidentiality 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 and the Closing.

Access. Upon 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, Purchaser 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 agentsaccountants 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, employeesfurther, consultantsthat such access shall not include any invasive or destructive sampling or testing of any environmental medium or building material; provided, lenders and representatives further, Buyer shall not have reasonable access to the Property and all books and personnel records for the Property that are of Seller or its Affiliates relating to individual performance or evaluation records, medical histories or other information which in Seller’s possession good faith opinion is sensitive or control 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. Notwithstanding anything to the contrary in this Agreement, Seller and the Sold Companies shall not be required to disclose (A) any information to Buyer if Seller is advised in writing by counsel that such disclosure would be reasonably likely to (w) include competitively sensitive information (in which case such information shall be disclosed in compliance with the Joint Defense Agreement), (x) jeopardize any attorney-client privilege, or (y) violate any applicable Law or Order, (B) information relating to any sale or divestiture process conducted by Seller or its Affiliates for the purpose Business or Seller’s or its Affiliates’ (or their Representatives’) evaluation of conducting surveysthe Business in connection therewith, appraisalsincluding projections, architecturalfinancial or other information relating thereto, engineeringor (C) any consolidated, structuralcombined, mechanical, geotechnical and environmental inspections and tests, and 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 inspections, studies, information relating to Taxes or tests reasonably required by PurchaserTax returns other than information relating solely to the Sold Companies; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) and that Seller shall have cooperate with Buyer and shall use commercially reasonable efforts to design and implement alternative disclosure arrangements and, to the right extent available, use such alternative disclosure arrangements to accompany Purchaser during all activities conducted at provide information, documents, and access to the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser Buyer and its representatives, agents, employees, consultantscounsel, lenders and representatives shall have advisors in a continuing right manner that would not violate applicable Law or Order or cause the loss of reasonable access to attorney-client privilege with respect thereto. The parties agree that the Property and any office where the records provisions of the Property are keptConfidentiality Agreement shall continue in full force and effect following the execution and delivery of this Agreement until the Closing, 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 information obtained pursuant to the Property in Seller’s possession or control. Purchaser this Section 5.2 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 be kept confidential in accordance with the terms of this Confidentiality 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 and the Closing.

Access. Upon From the date hereof until the Closing Date, Seller shall cause the SRLP Entities to provide Acquiror and its Affiliates and Representatives with reasonable prior access during normal business hours and upon reasonable notice to Seller(i) the offices, Purchaser and its agentsproperties, employees, consultants, lenders and representatives shall have reasonable access to the Property and all books and records for of the Property SRLP Entities; provided that are in Sellersuch access does not unreasonably interfere with the normal operations of any of the SRLP Entities and (ii) information related to the financial or Tax records of SRLP Entities, including Tax Returns (including any supporting documents), elections, Contracts, schedules, officer’s possession or control for the purpose of conducting surveyscertificates, appraisalsanalyses, architecturalmemoranda, engineering, structural, mechanical, geotechnical and environmental inspections and teststax opinions, and any other inspectionsinformation in the SRLP’s possession, studiesin each case, as may be reasonably requested by Acquiror to assess that SRLP satisfies the exception for partnerships that meet the “qualifying income” requirement in Section 7704(c) of the Code. The information provided pursuant to this Section 6.1 shall constitute Information (as defined in the Confidentiality Agreement) under the Confidentiality Agreement. Nothing set forth in this Agreement shall require Seller to, or tests reasonably required by Purchaser; providedto cause any SRLP Entity to, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 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 context of the information provided to PurchaserSRLP Entities, or reasonably evident (c) provide access to Purchaser, or disclose information where such access or disclosure would jeopardize any attorney-client privilege otherwise applicable with respect to such existing conditioninformation or contravene any Law, fiduciary duty or binding agreement entered into prior to the date hereof by the SRLP Entity providing such information. Acquiror shall, at its sole cost and (b) exacerbate expense and without any cost and expense to Seller or the SRLP Entities, restore the properties and assets of the 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 resulting from such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement and the Closingaccess.

Access. Upon Eldorado shall make available to CSBI all information regarding Eldorado that CSBI reasonably may request and shall authorize all reasonable prior notice visits to SellerEldorado's premises with such staff, Purchaser consultants and experts as CSBI reasonably may request. CSBI agrees to coordinate closely all such activities with Eldorado's President or Chief Financial Officer and to conduct any such inquiries with appropriate discretion and sensitivity to Eldorado's relationships with its agents, employees, consultantscustomers and suppliers. The Parties acknowledge that certain of the information made available to one another pursuant to this Section 5.3 and otherwise in connection with the Merger may be confidential, lenders proprietary or otherwise nonpublic, and representatives each Party agrees, for itself and for each of Representatives, that it (i) shall have reasonable access hold in confidence all confidential information received by it from or with regard to the Property 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 all books and records other sources of capital, in each case having a need to know the same for purposes of evaluating, negotiating or implementing the Property that are in Seller’s possession or control for financing of the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and testsMerger, 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 other inspectionsdisclosure of Confidential Information by any of its EXECUTION VERSION Representatives or investors. Each Party further agrees that, 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 upon the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use request of the Building or Seller’s business. If other Party given following 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 termination of this Agreement, Purchaser it and each of its Representatives either shall return to such other Party all Confidential Information received by it and its agentsRepresentatives (including all compilations, employeesanalyses or other documents prepared by it that contain Confidential Information) or shall certify that the same has been destroyed. As used herein, consultants, lenders and representatives Confidential Information shall have a continuing right of reasonable access not include (i) information that is or becomes generally available to the Property and any office where the records public other than as a result of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 breach of this Agreement, and Seller consents (ii) information that the receiving Party demonstrates was known to it on a non-confidential basis prior to receiving such inquiries. Purchaser hereby indemnifiesinformation from the other Party, protects, defends (with counsel reasonably acceptable to Selleriii) and holds Seller and information that 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 conditionreceiving Party develops independently without relying on Confidential Information, and (biv) exacerbate information that becomes available to the receiving Party on a non-confidential basis from another source if the source was not known to be, and not reasonably believed by the receiving Party to be, subject to any prohibition against disclosing such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement and the Closinginformation.

Access. Upon reasonable prior notice (a) Prior to Sellerthe Closing, Purchaser subject to Applicable Law, Seller will grant to Buyer or cause to be granted to Buyer and its agentsRepresentatives (collectively who are subject to the same obligations of secrecy and non-use as Buyer under the Confidentiality Agreement) reasonable access, employeesduring normal business hours (except as provided below) and upon reasonable notice, consultantsto the personnel, lenders properties, books and representatives shall have reasonable records of Seller and its Affiliates to the extent relating to the Business, Included Assets, Included Liabilities or Products, including access to the Property Transferred Facilities, the facilities subject to a Transferred Lease and all books 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 records for will not include any right by Buyer or its Representatives to conduct any Phase II environmental site assessment or any other environmental sampling or testing; provided further, however, that any such access to any Shared Facility shall be (i) outside of normal business hours and (ii) shall be supervised and escorted by Representatives of Seller and its Affiliates. Notwithstanding the Property that are foregoing, Seller will not be required to disclose any information or provide access to Buyer solely to the extent such disclosure or access would, in Seller’s possession or control for reasonable discretion, (A) cause significant competitive harm to the purpose of conducting surveysBusiness if the transactions contemplated hereby are not consummated, appraisalsincluding without limitation access to Formulations, architectural, engineering, structural, mechanical, geotechnical Specifications and environmental inspections and tests, and any other inspections, studiesProcessing Instructions, or tests reasonably required by Purchaser; provided, however, Purchaser may not conduct (B) result in a waiver of any invasive testing without Seller’s prior written consent attorney-client privilege or other legal privilege. (which consent shall not be unreasonably withheldb) and Seller shall have the right furnish to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser Buyer and its agentsRepresentatives all financial, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records operating and other materials data and information relating to the Property in Seller’s possession Business as Buyer or control. Purchaser shall have the right to conduct its Affiliates, through their respective Representatives, may reasonably request, including unaudited monthly management reports prepared on a “walk-through” basis consistent with past practice of the Property before Business as such reports become available for each month falling within the Closing upon at least two (2) days prior notice to Seller. In period from 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 date of this Agreement and to the ClosingClosing Date.

Access. Upon reasonable prior notice (a) Subject to Sellercompliance with applicable Law, Purchaser the Company shall afford to Parent and its agentsofficers, employees, accountants, consultants, lenders 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 prior to the earlier of the Effective Time and the Termination Date, to the Company’s and its Subsidiaries’ properties, Contracts, commitments, books and records and, during such period, the Company shall, and shall have cause its Subsidiaries to, furnish promptly to Parent and its Representatives and Parent’s financing sources and their Representatives all information concerning its business, 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 or any of its Subsidiaries, would unreasonably disrupt or risk materially delaying the Company’s completion of restatements of its historical financial statements, would cause a violation of the confidentiality provisions of any Contract to which the Company or any of its Subsidiaries is a party, would cause a risk of a loss of privilege or would constitute a violation of any applicable Law. At the request of Parent, through the period prior to the earlier of the Effective Time and the Acceptance Date, the Company shall use its reasonable best efforts (which shall not include any obligation to pay any fee or incur any liability or obligation to any third party) to obtain waivers from person who are parties to Contracts with the Company or its Subsidiaries that contain confidentiality provisions in order for Parent to be provided reasonable access to such Contracts. Without limiting the Property foregoing, the Company shall keep Parent apprised on a reasonably prompt basis of material developments relating to the Restatement and all books Related Matters 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 Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least Parent two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” Business Days’ advanced notice of the Property before time the Closing upon Company becomes Current (as defined in Annex I). If at least two (2) days prior notice to Seller. In any time the course of its investigationsCompany believes that it will not achieve the revenue, 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, EBITDA 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 cash flow projections set forth in the context 2007 quarterly plan attached to Section 6.2(a) of the information provided to PurchaserCompany Disclosure Schedule, or reasonably evident to Purchaser, it will promptly notify and consult in good faith with Parent with respect to such existing condition, and anticipated failure to achieve such projections. (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination of Parent hereby agrees that all information provided to it or its Representatives in connection with this Agreement and the Closingconsummation of the transactions contemplated hereby shall be deemed to be Evaluation Material, as such term is used in, and shall be treated in accordance with, the confidentiality agreement, dated as of September 28, 2006, between the Company and Parent (the “Confidentiality Agreement”).

Access. Upon Each Credit Party shall (and Parent shall ensure that each member of the Restricted Group will) permit either representatives and independent contractors of the Administrative Agents and the Requisite Lenders access at all reasonable prior 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 Sellernon-school hours when parents and students will not generally be present at such Facility; (ii) inspect the assets, Purchaser books, accounts and its agentsrecords of each member of the Restricted Group and to take copies and extracts from such books, employees, consultants, lenders accounts and representatives shall have reasonable access records subject to the Property proviso in clause (i) above; and (iii) meet and all books discuss matters with senior management; provided that, excluding any such visits and records for inspections during the Property that are in Sellercontinuation of an Event of Default, only the Administrative Agents on behalf of the 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 calendar year and only one (1) such time shall be at Borrower’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 Purchaserexpense; provided, howeverfurther, Purchaser that when an Event of Default exists, the Administrative Agents or other representative on behalf of the Requisite Lenders (or any of their respective representatives or independent contractors) may not conduct do any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) and Seller shall have of the right to accompany Purchaser during all activities conducted foregoing at the Propertyexpense of Borrower at any time during normal business hours and upon reasonable advance notice. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access Notwithstanding anything to the Property and contrary in this Section 5.12, neither Borrower nor any office where Restricted Subsidiary shall be required to disclose, permit the records inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or nonfinancial proprietary information, (ii) in respect 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 which disclosure to the Property in Seller’s possession Administrative Agents or controlany 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. 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 The Administrative Agents and the Property free and harmless from and against Lenders shall give Borrower the opportunity to participate in any and all costs, losses, liabilities, damages, lawsuits, judgments, actions, proceedings, penalties, demands, attorneys’ fees, mechanicdiscussions with Borrower’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 and the ClosingAuditors.

Access. Upon reasonable prior notice (a) Prior to Sellerthe Closing, Seller shall permit Purchaser and its agentsrepresentatives to have reasonable access, employeesduring regular business hours and upon reasonable advance notice, consultantsto the books, lenders records, information, facilities and representatives senior employees of the Acquired Companies and will cooperate with regard to such reasonable due diligence review as Purchaser may reasonably request. Upon reasonable advance notice to Seller and subject to Seller's consent, Purchaser shall have be permitted to conduct Phase 1 type environmental investigations at any facility or Real Property owned or operated by the 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 suppliers of the Acquired Companies, without the prior consent of Seller which will not be unreasonably withheld with respect to the top twenty (20) customers and suppliers; a representative of Seller shall be entitled to participate with Purchaser in making any contacts to such customers and suppliers. Seller shall not be required to comply with this provision to the extent Seller delivers to Purchaser a written notice that Seller has received advice of counsel stating that Seller's compliance with this Section 5.1 would reasonably be expected to either (i) result in a waiver of attorney-client privilege or (ii) violate an applicable law; provided that in any such event Seller shall inform Purchaser that information was withheld from Purchaser, the general nature of such information so withheld and the basis for withholding such information and shall cooperate with Purchaser in seeking to develop a mutually acceptable mechanism for the protection of such information in a manner that would not result in a loss of such privilege or a violation of law. (b) Seller shall provide reasonable access to its premises in Hutchinson, Kansas to Purchaser or the Property and all books and records Acquired Companies for one year following the Property that are in Seller’s possession or control Closing Date for the purpose of conducting surveystaking 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, appraisalsupon two months prior written notice, architecturalSeller may require the Purchaser or the Acquired Companies to remove the Additional Acquired Assets if Seller has bona fide plans to sell, engineeringremediate or utilize the premises where such Additional Acquired Assets are located, structuralprior to the end of the one year anniversary of the Closing Date. If the Purchaser or the Acquired Companies fail to remove such assets during the time period set forth in the prior sentence, mechanicalthen the rights of Purchaser and the Acquired Companies under this Section 5.1(b) shall cease and the ownership of such Additional Acquired Assets shall revert to the Seller. Purchaser and the Acquired Companies shall bear risk of loss for the Additional Acquired Assets left on Seller's premises in Hutchinson, geotechnical Kansas, absent Seller's gross negligence or willful misconduct. Purchaser and environmental inspections the Acquired Companies shall take reasonable care in removing any Additional Acquired Asset from such premises and tests, and any other inspections, studiesPurchaser shall, or tests reasonably required shall cause the Acquired Companies to, indemnify Seller for any material damage or liabilities caused directly by Purchaser; providedsuch removal, however, Purchaser may unless such damages or liability will not conduct any invasive testing without adversely affect Seller’s prior written consent 's near-term plans for the facilities following such removal (which consent shall not be unreasonably withheld) and Seller shall have it being understood that the right to accompany Purchaser during all activities conducted at removal of the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with Additional Acquired Assets will adversely affect the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property premises for mining and salt processing activities). (c) All information provided to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agentsAffiliates, agents and representatives by or on behalf of Seller or any of the Acquired Companies in connection with the Agreement and the transactions contemplated hereby will be held by Purchaser and its Affiliates, agents and representatives as Evaluation Material, as defined in, and pursuant to the terms of, the Confidentiality Agreement. Purchaser shall, and shall direct its directors, officers, employees, accountants, counsel, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records funding sources and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (2) days prior notice to Seller. In the course of its investigationsrepresentatives to, 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 comply 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, Confidentiality Agreement with respect to such existing condition, and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement and the ClosingConfidential Information.

Access. Upon reasonable prior notice to Seller, Purchaser and its agents, employees, consultants, lenders and representatives shall have reasonable access to the Property and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and testsReliant Energy will, and will cause each of its Significant Subsidiaries to, at any other inspectionsreasonable time and from time to time, studiespermit up to six representatives of the Banks designated by the Majority Banks, or tests reasonably required by Purchaserrepresentatives of the Agent, on not less than five Business Days' notice, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, Reliant Energy and each of its Significant Subsidiaries, and to discuss the general business affairs of Reliant Energy and each of its Significant Subsidiaries with their respective officers and independent certified public accountants (provided Reliant Energy shall be given the opportunity to have a representative present during such discussions); providedsubject, however, Purchaser may not conduct in all cases to the imposition of such conditions as Reliant Energy and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; provided further, however, that neither Reliant Energy nor any invasive testing without Seller’s prior written consent (of its Subsidiaries shall be required to disclose to the Agent, any Bank or any agents or representatives thereof any information which consent is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties. Notwithstanding the foregoing, 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 be continuing. The expense of any exercise by the Agent and the Banks of their rights under this Section 8.2(e) shall not be unreasonably withheld) incurred by Borrower unless a Default has occurred and Seller shall have the right to accompany Purchaser during all activities conducted is continuing at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use time of the Building request or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 and the Closingvisit.

Access. Upon reasonable After the date hereof and prior notice to Sellerthe Closing, Sellers agree that HCE-Rockfort shall permit, and Sellers shall, and HCE shall cause HCE-Rockfort to, cause PPO to permit and, with respect to the Power Company, HCE shall cause HCE-Rockfort to exercise the voting, governance and contractual powers available to it to cause, to the extent possible, the Power Company to permit (subject in each case to any contractual, fiduciary or similar obligation of HCE-Rockfort or any Jamaica Subsidiary), Purchaser and its agentsexecutive officers, managers, counsel, accountants and other representatives to have reasonable access, upon reasonable advance notice, during regular business hours, to the assets, employees, consultantsproperties, lenders and representatives shall have reasonable access to the Property and all books and records records, 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 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 PurchaserPower Company; provided, however, that in no event shall Sellers, HCE-Rockfort or any Jamaica Subsidiary be obligated to provide any access 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 set forth on Schedule 5.3. Purchaser may not 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 (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of the employees, counsel, accountants, advisors and other representatives of Purchaser during any visit to the business or property sites of HCE-Rockfort or the Jamaica Subsidiaries prior to the Closing Date, whether pursuant to this Section 5.3 or 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 properties to, comply with all applicable Laws and all of HCE-Rockfort’s and the Jamaica Subsidiaries’ safety and security procedures and conduct any invasive testing without Seller’s prior written consent (which consent shall itself in a manner that could not be unreasonably withheld) and Seller shall have the right reasonably expected to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use operation, maintenance or repair of the Building assets of HCE-Rockfort or Seller’s businesssuch Jamaica Subsidiary. If Neither Purchaser nor any inspection of its representatives shall conduct any environmental testing or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before sampling on any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results business or property sites of all such inspectionsHCE-Rockfort or the Jamaica Subsidiaries prior to the Closing Date. Each Party shall, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and shall cause its agents, employees, consultants, lenders Affiliates and representatives shall have a continuing right of reasonable access to, hold in strict confidence all documents and information furnished to it by another Party in connection with the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 transactions contemplated by this Agreement in accordance with the terms of this Confidentiality 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 and the Closing.

Access. Upon reasonable prior notice The Contributors will afford to Seller, Purchaser the Partnership and its agentscounsel, employeesfinancial advisors, consultants, lenders auditors and other authorized representatives shall have (“Representatives”) reasonable access to the Property 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 books and records requisite consents for the Property 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 are in Seller’s possession disclosure would not violate any such confidentiality agreement or control for cause the purpose loss of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and teststhe privilege with respect thereto, 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 otherwise shall not be unreasonably withheld) make all reasonable and Seller shall have appropriate substitute disclosure arrangements. The Contributors will cause the right Companies to accompany Purchaser during all activities conducted at allow the Property. Invasive testing shall include but not be limited Partnership access to any testing, studies or inspections that may disturb the Property in a material respect or interfere and consultation with the use of lawyers, accountants, and other professionals employed by or used by 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 Companies for all such inspections, studies or tests required by Purchaser. During the pendency of purposes under this Agreement. Any such consultation shall occur under circumstances appropriate to maintain intact the attorney-client privilege as to privileged communications and attorney work product. Additionally, Purchaser the Contributors will afford to the Partnership and its agents, employees, consultants, lenders and representatives shall have a continuing right of Representatives reasonable access to the Property books and any office where the records of the Property are keptContributors insofar as they relate to property, with at least two (2) days prior noticeaccounting and tax matters of the Companies. Until the Closing Date, for the purpose confidentiality of examining any data or information so acquired shall be maintained by the Partnership and making copiesits Representatives. Further, at Purchaser’s sole expense, of all books and records and other materials relating the Contributors will afford to the Property in Seller’s possession or control. Purchaser shall have Partnership and its Representatives reasonable access from the right to conduct a “walk-through” of the Property before date hereof until the Closing upon at least two (2) days prior notice to Seller. In the course of its investigationsDate, 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”)during normal business hours, to the extent caused by any entry and/or activities upon Companies’ assets and properties; provided that such access shall be at the Property by Purchasersole cost, 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 expense and risk 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 and the ClosingPartnership.

Access. Upon reasonable prior notice to Commencing upon the execution of this Agreement by Buyer and Seller, Purchaser and its Seller shall allow (or cause to be allowed) Buyer or Buyer’s agents, employees, consultantscontractors, lenders and or representatives shall have reasonable 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 all copying of Seller’s books and records for 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 are in 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 possession or control for consent as to the purpose timing and scope of conducting surveyswork to be performed, 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 Property, conditioned or delayed. Invasive testing shall include but not be limited Prior to any testing, studies or inspections that may disturb entry onto the Property in a material respect or interfere with the use for purposes of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respecttesting (as opposed to solely for review of materials provided under Section 6.1 above), Purchaser will restore the Property to its condition before any such inspection or test. Purchaser Buyer shall provide to Seller, at SellerSeller 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 expense, copies of the results of all such inspections, studies representatives may communicate with any governmental authority or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, quasi-governmental authority for the purpose of examining and making copiesgathering information in connection with the Membership Interests, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in or the Seller, or the transaction contemplated by this Agreement. Buyer agrees that, until Closing occurs, all of Seller’s possession Deliveries will be kept confidential by Buyer and its affiliates except for Permitted Disclosures (as hereinafter defined); provided that Buyer and its affiliates may disclose information from Seller’s Deliveries to their respective employees, agents, representatives, accountants, attorneys, consultants or control. Purchaser shall have the right to conduct a “walk-through” contractors in connection with its evaluation of the Property before and Membership Interest and to any bank or lending institution (or underwriter or servicer therefor) that Buyer requests to provide financing for the Closing upon at least two 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 (2or Buyer's affiliate's) days prior notice to Seller. In the course of its investigationsemployees, Purchaser may make inquiries concerning the Real Property to third parties, including, without limitationagents, representatives, contractorsaccountants, parties to Service Contracts and municipalattorneys, local and other government officials and representatives consultants or contractors in accordance connection with the terms its evaluation 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 Membership Interest and against to any and all costs, losses, liabilities, damages, lawsuits, judgments, actions, proceedings, penalties, demands, attorneys’ fees, mechanic’s liens, bank or expenses 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 any kind or nature whatsoever (“Claims”), third parties as 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 disclosure of conditions that were present before Purchaser entered the Propertyconfidential information, 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 its obligation in this paragraph to inform such existing conditionpersons of the confidentiality of such information. Except as provided in the preceding sentences of this paragraph, the existence and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination contents of this Agreement and the negotiations of parties with respect to the possible sale and purchase of the Membership Interests shall be kept confidential and shall not be disclosed to any third parties without the consent of both parties hereto, except for any disclosure (i) that may be required by law to be made to any applicable governmental or quasi-governmental authorities or any other person or entity, or (ii) of information otherwise in the public domain (the "Permitted Disclosures"). From and after Closing, either party may issue a press release describing the transaction, provided that neither of Seller or Buyer may include the identity of the other party in such press release unless such press release is approved in writing in advance by the other party.

Access. Upon reasonable prior notice to Seller(a) From the date hereof until the Closing Date, Purchaser Seller will (i) give Buyer, its counsel, financial advisors, auditors and its agents, employees, consultants, lenders and other authorized representatives shall have reasonable access to the Property and all offices, properties, books and records of Seller and its Subsidiaries relating to the Business, (ii) furnish to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Business as such Persons may reasonably request, (iii) instruct the employees, counsel and financial advisors of Seller to cooperate with Buyer in its investigation of the Business and (iv) permit Buyer reasonable access (on reasonable prior notice and during normal business hours) to the refinery property for, at Buyer’s sole cost and expense, the purpose of installing telecom and data lines necessary to Buyer’s operation of the Purchased Assets from and after the Closing, provided that (A) such telecom and data lines shall not be physically connected to Seller’s systems until at or after the Closing and (B) if the Closing does not occur, Buyer shall (at its sole cost and expense, including any cost or expense of restoring the property to its prior state) promptly remove (and Seller shall permit Buyer to remove) such telecom and data lines from the Purchased Assets. Any investigation or other action by Buyer or its employees, advisors or representatives pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller and its Subsidiaries. Notwithstanding the foregoing, Buyer may not under any circumstances conduct or cause to be conducted any sampling or other invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media at any property related to the Seller or its Subsidiaries or the Business, including the Purchased Assets, the Facilities and the Real Property. Buyer bears the risk of injury to any of its employees, advisors or representatives who are provided access to the offices or properties of Seller or its Subsidiaries hereunder, and shall indemnify, defend and hold Seller and its Affiliates harmless for all Damages resulting from Buyer’s or its employees’, advisors’ or representatives’ access to the Property 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 are any such access by Buyer shall not unreasonably interfere with the conduct of the business of Seller or any of its Subsidiaries. (c) Notwithstanding anything in this Section 5.02 to the contrary, but subject to Section 2.02(o), Buyer shall not have access to (i) personnel records of Seller relating to individual performance or evaluation records or medical histories, (ii) materials entitled to legal privilege (or which could jeopardize the attorney-client privilege of Seller or its Subsidiaries), (iii) materials with respect to which Seller or its Subsidiaries owe an obligation of confidentiality to a third party or (iv) other information which in Seller’s possession good faith opinion is sensitive or control for could reasonably be expected to subject Seller or any of its Subsidiaries to the purpose risk of conducting surveysliability. The parties shall endeavor in good faith to make appropriate substitute disclosure arrangements, appraisalsif practicable, 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 in a manner that does not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited give rise to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property circumstances referred to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 and the Closingpreceding sentence.

Access. Upon With reasonable prior notice and subject to any applicable Law, any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, the Seller shall permit and will cause each other Seller Party, each Company and Company Subsidiary and, to the extent it has the Legal Right, each Company Joint Venture Entity, to permit, representatives of the Buyer to have reasonable access, during normal business hours, and in a manner so as not to interfere with the normal business operations of the Seller, Purchaser the Subject Entities and its agentsand their Affiliates, employeesto all premises, consultantsproperties, lenders designated executive officers and representatives personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have reasonable access the right to the Property and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveysgenerally conduct visual, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and non-invasive tests, examinations, and any investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other inspections, studies, or tests reasonably required by Purchaser; provided, however, Purchaser invasive inspections of the Business Assets may not conduct any invasive testing be conducted without the Seller’s prior written consent (consent, which consent shall not be unreasonably withheld) . The Buyer agrees to comply fully with all rules, regulations and Seller shall have instructions issued by the right to accompany Purchaser during all activities conducted at Seller, the Property. Invasive testing shall include but not be limited to Subject Entities and its and their Affiliates or other Persons in respect of Buyer’s or its representatives’ actions while upon, entering or leaving any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use properties of the Building Seller 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 PurchaserSubject Entities. During the pendency of The Buyer acknowledges and agrees that any information received in connection with this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access Section 5(f) will be subject to the Property terms and any office where the records conditions of the Property are kept, with at least two (2) days prior notice, Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 costsLosses attributable to personal injury, losses, liabilities, damages, lawsuits, judgments, actions, proceedings, penalties, demands, attorneys’ fees, mechanic’s liensdeath or physical or other property damage, or expenses violation 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 misconductits Affiliate’s or any third Person operator’s rules, regulations or Claims operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of 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, its representatives with respect to such existing condition, and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive any of the termination of this Agreement Subject Entities and the ClosingBusiness, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”).

Access. Upon reasonable prior notice to Seller, Purchaser and its agents, employees, consultants, lenders and representatives shall have reasonable access to At all times during the Property and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Purchaser; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere period commencing with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency execution and delivery of this Agreement, Purchaser Agreement and its agents, employees, consultants, lenders and representatives shall have a continuing right until the earlier to occur of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 ClosingEffective 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. Upon reasonable prior notice (a) Subject to Sellercompliance with applicable Laws, Purchaser the Company shall (i) provide to Parent and to its agentsofficers, employees, accountants, consultants, legal counsel, financial advisors and agents, lenders and other representatives shall have (collectively, “Parent Representatives”) reasonable access during normal business hours, throughout the period prior to the Property and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Purchaser; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use earlier of the Building or SellerEffective Time and the Termination Date, to the Company’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agentsSubsidiaries’ properties, employeescontracts, consultantscommitments, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and (ii) furnish to Parent and its Parent Representatives such financial and operating data and other materials relating 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 to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. The foregoing notwithstanding, the Company shall not be required to afford such access if it would unreasonably disrupt the operations of the Company or any of its Subsidiaries, would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party, would cause a risk of a loss of privilege or trade secret protection to the Property in Seller’s possession Company or control. Purchaser any of its Subsidiaries or would constitute a violation of any applicable Law, nor shall have the right Parent or any of its Parent Representatives be permitted to conduct a “walk-through” perform any onsite procedure with respect to any property of the Property before the Closing upon at least two (2) days prior notice to Seller. In the course Company or any 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 Subsidiaries. (b) Parent hereby indemnifies, protects, defends (with counsel reasonably acceptable to Seller) and holds Seller and the Property free and harmless from and against any and agrees that 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, it or reasonably evident to Purchaser, its Parent Representatives in connection with respect to such existing condition, and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement and the Closingconsummation of the transactions contemplated hereby shall be deemed to be Evaluation Material, as such term is used in, and shall be treated in accordance with, the amended and restated confidentiality agreement, dated as of October 11, 2006, between the Company, Parent and Merger Sub (the “Confidentiality Agreement”); provided, that Parent shall be entitled to share such Evaluation Material with prospective co-investors or limited partners of the members of Parent and Merger Sub; provided further, however, that any prospective co-investors or limited partners of the shareholders of Parent to whom Parent provides Evaluation Material shall, prior to receiving such Evaluation Material, agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements in identical or substantially identical form with the Company.

Access. Upon reasonable prior notice execution of this Agreement until the Closing Date, subject to Sellerthe limitations expressly set forth in this Agreement, Seller and its Affiliates shall provide Purchaser and its agents, employees, consultants, lenders and representatives shall have reasonable access to the Property Assets operated by Seller and all books access to and records for the Property that are right to copy, at Purchaser’s sole expense, the Records in Seller’s possession or control for the purpose of conducting surveysa confirmatory review of the Assets, appraisalsbut only to the extent that Seller may do so without (a) violating applicable Laws, architectural(b) violating any obligations to any Third Party, engineering(c) waiving any legal privilege of Seller, structuralany of its Affiliates or its counselors, mechanicalattorneys, geotechnical and environmental inspections and testsaccountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any other inspectionsrestriction binding on Seller. Such access by Purchaser shall be limited to Seller’s and its Affiliates’ normal business hours, studiesand Purchaser’s investigation shall be conducted in a manner that minimizes interference with the operation of the business of Seller and any applicable third Person operator. All investigations and due diligence conducted by Purchaser or any of Purchaser’s representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s representatives shall result from Purchaser’s own independent review and judgment. Seller shall use reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or tests reasonably required the obligation to undertake any liability or other obligations to or by PurchaserSeller) to obtain permission for Purchaser to gain access to Third Party operated Properties to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser may not conduct any invasive testing without Seller(or otherwise be in breach of this agreement) for failure to obtain such operator’s prior written permission; provided, further, that if Seller or its Affiliates fails to grant its consent (which consent can be withheld in Seller’s sole discretion for any reason or no reason) to such access, then Purchaser shall have the 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 definition of “Assets” and from the applicable exhibits attached hereto, (3) Purchaser shall have no obligations or liabilities of any kind with respect to such excluded affected Assets and (4) such affected Assets(s) shall thereafter be deemed to constitute Excluded Assets for all purposes of this Agreement; provided, for the avoidance of doubt, Purchaser shall not be unreasonably withheld) and have the right to exclude Assets that are operated by a Third Party. Seller or its designee shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to whenever they are on site on the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 and the ClosingAssets.

Access. Upon reasonable prior (a) Seller will authorize and permit Company, its representatives, accountants and counsel, to have access during normal business hours, on notice to Seller, Purchaser and its agents, employees, consultants, lenders and representatives shall have reasonable access to the Property and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Purchaser; provided, however, Purchaser may such manner as will not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use conduct of the Building or businesses of Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property 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 condition before any such inspection or testbusiness affairs, financial condition, assets and liabilities as Company may from time to time reasonably request. Purchaser Seller shall provide permit Company, its representatives, accountants and counsel to Seller, at Seller’s expense, make copies of the results of all such inspectionsbooks, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating documents and to discuss the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” business affairs, condition (financial and otherwise), assets and liabilities 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 Seller with such third partiesPersons, including, without limitation, representativesits directors, contractorsofficers, parties employees, accountants, counsel and creditors, as Company considers necessary or appropriate for the purposes of familiarizing itself with the businesses and operations of Seller, obtaining any necessary orders, consents or approvals of the transactions contemplated by this Agreement by any Governmental Entity and conducting an evaluation of the assets and liabilities of Seller. Seller will cause Vavrinek, Trine, Day & Co., LLP to Service Contracts and municipalmake available to Company, local its accountants, counsel and other government officials agents, such personnel, work papers and representatives other documentation of such firm relating to its work papers and its audits of the books and records of Seller as may be requested by Company in accordance connection with its review of the terms foregoing matters. (b) The Chairman 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 liensBoard or President of Company, or expenses in their absence another representative of any kind or nature whatsoever (“Claims”), Company shall be invited by Seller to attend all regular and special Board of Directors and committee meetings of Seller from the extent caused by any entry and/or activities upon date hereof until the Property by Purchaser, Purchaser’s agents, contractors and/or subcontractors, Effective Time. Seller shall inform Company of all such Board meetings at least 5 Business Days in advance of each such meeting; provided, however, Purchaser that the attendance of such representative of Company shall not indemnify Seller against be permitted at any Claims caused by Seller’s negligence or willful misconductmeeting, or Claims arising out portion thereof, for the sole purpose of conditions that were present before Purchaser entered discussing 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 transaction contemplated by this Agreement and or the Closingobligations of Seller under this Agreement.

Access. Upon reasonable prior notice Seller (i) shall give to Seller, Purchaser Buyer and to its agents, representatives (such representatives to include employees, consultants, lenders independent contractors, attorneys and representatives shall have reasonable other advisors of Buyer) full access to all of the Property Properties and the Records, as well as all books of the offices, personnel, books, files, records, contracts, correspondence, computer output and records for data files (to the Property that are in Seller’s possession extent Seller has the right to make same available), maps, data, reports, plats and other documents of Seller or control for to which Seller has access pertaining to any of the purpose Properties including all abstracts of conducting surveystitle, appraisalslease files, architecturalunit files, engineeringproduction marketing files, structuraltitle policies, mechanicaltitle opinions, geotechnical title files and environmental inspections and teststitle records, ownership maps, surveys and any other inspectionsinformation, studiesdata, records, and files which Seller may have (or tests reasonably required by Purchaser; providedhave access to) relating in any way to the Properties, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent the past or present operation thereof and the marketing of production therefrom (which consent shall not be unreasonably withheld) and Seller Buyer shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing copy same); (ii) shall include but not be limited obtain and submit to any testing, studies Buyer or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Sellerrepresentatives, at SellerBuyer’s expense, copies as promptly as practicable, such abstracts, title reports, status reports, certificates of title, certificates of facts and other evidence of title covering the results of Properties as requested by Buyer; (iii) shall furnish to Buyer all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access other information with respect to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 Properties as 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 requested 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 PropertyBuyer, except to the extent that Purchaser’s activities Seller is prohibited therefrom by any agreement or contract to which it is a party or of which it is a beneficiary; provided that Seller shall use its reasonable best efforts to promptly obtain the waiver of any such prohibition; (aiv) are unreasonable hereby authorizes Buyer and its representatives to consult with attorneys, abstract companies and other consultants or independent contractors of Seller (whether utilized in the context past or presently) concerning title related matters; and (v) hereby authorizes Buyer and its representatives to consult with any other parties or review any records deemed necessary by Buyer to ascertain the status for any matter relating to the Properties, including the right inspect the environmental condition of the information provided to Purchaser, or reasonably evident to Purchaser, with 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 condition, contractual commitments and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive will use its reasonable best efforts to make available to Buyer after the termination Closing the use of this Agreement and any computer services which Buyer reasonably desires to utilize in the Closingownership or operation of the Properties.

Access. Upon reasonable prior notice (a) Prior to Sellerthe each Closing, Sellers shall permit Purchaser and its agentsrepresentatives to have access, employeesduring regular business hours and upon reasonable advance notice, consultantsto the personnel and properties of Sellers and the Companies, lenders subject to reasonable rules and regulations of Sellers, and shall, subject to applicable Laws regarding the exchange of information, furnish, or cause to be furnished, to Purchaser such financial and operating data and other information, in each case relating to the Companies and the Conveyed Properties that are the subject of such Closing, as are available and as Purchaser shall from time to time reasonably request, PROVIDED, that the foregoing shall not require Sellers or any Company to permit any inspection, or to disclose any information, that in the reasonable judgment of Sellers or such Company, would (i) result in the disclosure of any trade secrets of third parties or the loss of any applicable attorney-client privilege or (ii) violate any of its obligations with respect to confidentiality if Sellers or the Company, as the case may be, shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, PROVIDED, FURTHER, that Purchaser and its representatives shall have reasonable access 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 Property and all books and records for terms of the Property Confidentiality Agreement. (b) All information that are relates to Sellers or any of their Affiliates (other than the Companies) that is provided, conveyed, obtained or furnished to Purchaser or Purchaser's representatives or that Purchaser or Purchaser's representatives otherwise obtain in Seller’s possession or control for the purpose course of conducting surveysPurchaser's investigation of the Companies, appraisalstogether with any reports, architecturalanalyses, engineeringcompilations, structuralmemoranda, mechanical, geotechnical and environmental inspections and tests, notes and any other inspectionswritings prepared by Purchaser or Purchaser's representatives which contain, studiesreflect 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 tests reasonably any its representatives are required to disclose any Confidential Information (i) in connection with any judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) or (ii) in order, in the opinion of Purchaser; provided's outside counsel, 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 to avoid violating the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respectfederal securities laws, Purchaser will restore in advance of such disclosure provide Sellers with prompt notice of such requirement(s). Purchaser also agrees, to the Property extent legally permissible, to its condition before provide Sellers, in advance of any such inspection or test. Purchaser shall provide to Sellerdisclosure, at Seller’s expense, with copies of any such information Purchaser intends to disclose (and, if applicable, the results text of all the disclosure language itself) and to cooperate with Sellers to the extent Sellers may seek to limit such inspectionsdisclosure. If, studies in the absence of a protective order or tests receipt of a waiver from Sellers after a request in writing therefor is made by Purchaser (such request to be made as soon as practicable to allow Sellers a reasonable amount of time to respond thereto), Purchaser or its representatives are legally required to disclose such information to any tribunal or in order to comply with the federal securities laws, Purchaser or its representatives may disclose such portion of such information which Purchaser, in the opinion of Purchaser's outside counsel, is legally required to disclose so long as Purchaser exercises its best efforts to obtain assurances that the information so disclosed will be kept confidential by Purchaser. During any recipient(s). (c) In the pendency event of termination of this Agreement, Purchaser shall promptly deliver to Sellers, or certify to Sellers that it has destroyed, all documents, work papers and other material obtained by Purchaser or on its behalf from Sellers, the Companies or any of their respective agents, employeesemployees or representatives as a result hereof or in connection herewith, consultants, lenders and representatives shall have a continuing right of reasonable access to whether so obtained before or after the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 and the Closingexecution hereof.

Access. Upon reasonable Prior to the Closing Date, Seller shall (1) give Buyer and its accounting, legal, business, environmental, engineering, intellectual property and other authorized representatives and advisors full access, during normal business hours, to all plants, offices, warehouses and other facilities and properties of Seller relating to the Products, 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, records and Contracts relating to the Products, the Assets and 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 Business, and cause Seller’s employees and advisors to furnish Buyer and its authorized representatives and 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 advisors, and discuss with Buyer and its authorized representatives and advisors the affairs of the Business, (5) subject to prior notice to Seller, Purchaser facilitate, and accompany Buyer and its agentsauthorized representatives and advisors on, employees, consultants, lenders and representatives shall have reasonable access visits only to the Property and all books and records for four largest customers of the Property that are in Seller’s possession or control Business for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, assisting Buyer in determining whether it will be able or tests reasonably required given the opportunity to conduct the Business after the Closing with respect to such customers in the manner heretofore conducted 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 or otherwise to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies qualify itself or inspections that may disturb the Property in a material respect its products or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, facilities for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to so conducting 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 conditionBusiness, and (b6) exacerbate such existing conditionsfully cooperate with Buyer and its authorized representatives and advisors in their investigation and examination of the Products, the Assets and the affairs of the Business, in all of the foregoing instances, except as to the information to be provided by Seller at Closing pursuant to Section 5.28. The foregoing indemnity obligations No investigation, or receipt of information provided by or on behalf of Seller or review thereof by Buyer or its representatives or advisors shall survive diminish or obviate, or relieve Seller or Xxxxxx from, or affect Buyer’s ability or right to rely on, any of the termination representations, warranties, covenants and agreements of Seller or Xxxxxx contained in this Agreement and the ClosingTransaction Documents.

Access. Upon Subject to the provisions of the Confidentiality Agreements and to applicable Legal Requirements, during the period from the date of this Agreement through the Closing Date (the "Pre-Closing Period"), Seller will, after receiving reasonable prior advance notice from Purchaser, give Purchaser reasonable access (during normal business hours) to the Boulder Facility and to Seller, Purchaser and its agents, employees, consultants, lenders and representatives shall have reasonable access to the Property and all 's books and records for relating to the Property that are Specified Assets and relating to those Available Employees who consent in Seller’s possession or control for writing to such access (the purpose of conducting surveys"Consenting Employees"), appraisalsand will provide Purchaser with such information regarding the Specified Assets, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, the Consenting Employees and any other inspectionsappropriate matters germane to the subject matter of this Agreement and the Ancillary Agreements as Purchaser may reasonably request, studiesfor the sole purposes of enabling Purchaser (i) to further investigate, or tests reasonably required by at Purchaser's sole expense, the Specified Assets, the Consenting Employees and any other appropriate matters germane to the subject matter of this Agreement and the Ancillary Agreements and (ii) to verify the accuracy of the representations and warranties set forth in Section 2; provided, however, that except as provided in Section 5.5, Purchaser may will not conduct any invasive testing (without Seller’s prior written consent ('s approval, which consent shall will not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to contact or otherwise communicate with any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s businessAvailable Employees. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 To the extent caused by any entry and/or activities upon the Property requested by Purchaser, Purchaser’s agents, contractors and/or subcontractors, provided, however, Seller will arrange to permit Purchaser shall not indemnify to conduct interviews of any of the Available Employees during the Pre-Closing Period. Seller against any Claims caused by Seller’s negligence or willful misconduct, or Claims arising out will request the consent of conditions that were present before Purchaser entered the Property, except Available Employees to the extent that Purchaser’s activities (a) are unreasonable in the context disclosure of the information provided their respective personnel files 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 and the Closing.

Access. Upon reasonable prior notice to SellerFrom the date hereof through the Closing Date, Purchaser the Companies and the AEC Subsidiary shall provide Buyer and its authorized agents, employees, consultants, lenders officers and representatives shall have 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 all books its associated facilities, equipment and records other properties, (c) any data, information or copies of documents with respect to any Governmental Authorization, Release, Remediation, Environmental Liability or Environmental Claim with respect to the Companies and AEC Subsidiary that was made available to the insurer and underwriter for the Property that are Environmental Insurance Policy (excluding any information with respect to the pricing of such Environmental Insurance Policy) and which is different from or additional to the information and documentation provided by Seller to Buyer pursuant to other provisions of this Agreement and (d) the other data and information and copies of documents with respect to the Business Operations as Buyer and its agents shall from time to time reasonably request for examination, investigation and assessment as determined by Buyer 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 Purchaserits sole discretion; provided, however, Purchaser may not conduct any invasive testing without Sellerthat such examinations and investigations and assessments shall be conducted during the Companies’ and the AEC Subsidiary’s prior written consent (which consent normal business hours, with reasonable advance notice to and coordination with Xxxx Xxxx and Xxxxx Xxxxxx, shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use operations and activities of the Building Companies or Seller’s business. If the AEC Subsidiary, and in no event shall involve the performance of subsurface or other intrusive testing; provided, further, that neither Buyer nor any inspection or test disturbs the Property in a material respectof its Affiliates, Purchaser will restore the Property to its condition before nor any such inspection or test. Purchaser shall provide to Sellerof their respective employees, at Seller’s expensecounsel, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employeesaccountants, consultants, lenders financing sources and representatives their respective representatives, shall have a continuing right of reasonable access to the Property and contact any office where the records competitor, supplier, distributor or customer of the Property are kept, with at least two (2) days prior notice, Companies or the AEC Subsidiary for the purpose of examining discussing the Companies, the AEC Subsidiary or any aspect of their respective Business Operations or Seller, this Agreement or the transactions contemplated hereby without the prior written consent of Seller. Notwithstanding the foregoing or anything contained herein to the contrary, Buyer and making copiesits authorized agents, officers and representatives shall not be permitted or entitled to examine any materials without the Companies’ prior written consent, when in the good faith judgment of the Companies, (x) such materials may be protected by the attorney-client privilege, (y) such examination could contravene any Law, fiduciary duty or binding agreement entered into prior to the date hereof, or (z) such event could jeopardize the Companies’ or the AEC Subsidiary’s relationships with their respective customers, suppliers and other applicable third parties. All investigations and due diligence conducted by Buyer or any of its representatives shall be conducted at PurchaserBuyer’s sole expensecost, of all books risk and records expense and other materials relating to Buyer shall indemnify and hold Seller Indemnified Parties, 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 Companies and the Property free and AEC Subsidiary harmless from and against any and all costs, losses, liabilities, damages, lawsuits, judgments, actions, proceedings, penalties, demands, costs and expenses (including reasonable attorneys’ fees, mechanic) resulting from Buyer’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, due diligence and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement and the Closinginvestigations.

Access. Upon reasonable prior notice to Seller, Purchaser and its agents, employees, consultants, lenders and representatives shall have reasonable access to Between the Property and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Purchaser; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency date of this AgreementAgreement and Closing, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (2) days days’ prior notice to Seller. In the course of its investigationsCompany, 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 AgreementCompany shall, and Seller consents shall cause each Group Company and its Subsidiaries and their respective Representatives 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 afford the context Representatives of the Aegis and its Affiliates designated by Aegis, during normal business hours, reasonable 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 provided as Aegis or such Affiliate, through their respective Representative, may from time to Purchaser, or time reasonably evident to Purchaser, with respect to such existing conditionrequest, and (bc) exacerbate afford Aegis and such existing conditionsAffiliate the opportunity to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the officers of the Company and its Subsidiaries from time to time as Aegis or such Affiliate may reasonably request, and to make proposals, recommendations and suggestions to the Company or its Subsidiaries relating to the business and affairs of the Company or its Subsidiaries; provided that the Board of Directors of the Company shall have the sole discretion to decide on such proposals, recommendations and suggestions after considering them in good faith. The Any costs incurred by Aegis in connection with the foregoing indemnity shall be borne by Aegis. Notwithstanding the foregoing provisions, neither the Company nor any other Group Company shall be obligated pursuant to this Section 5.2 to provide access to any of its information which would be the subject of any confidentiality obligations shall survive owed to third parties and any information which the termination of this Agreement Company can demonstrate is confidential to its business operations and which would be detrimental to its competitive position in the marketplace if disclosed including without limitation media buying rates, rebate structure, media and customer contract details and the ClosingCCTV auction pricing mechanisms. For the avoidance of doubt, the Company shall not be entitled to withhold information from Chaview.

Access. Upon reasonable prior notice to Seller, Purchaser (a) The Sellers and its agents, employees, consultants, lenders RWD Canada shall provide Transferred Employees with existing privileges and representatives access and shall have provide any Information Technology or Information Systems employees of GP US with reasonable access to the Property Sellers’ and all books and records RWD Canada’s systems (whether internally or externally facing) for the Property that are in Seller’s possession or control ninety (90) days after Closing for the purpose of conducting surveysrunning the Business and transitioning information related to the Acquired Assets to the Buyers. Any additions or removal of privileges or access will be handled on a case by case basis by mutual agreement of the Company and GP US. During such ninety (90) day period, appraisalsthe Company shall 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, architecturalthe Sellers, engineeringRWD Canada and RWD Colombia shall provide the Buyers with complete access to all Books and Records. As soon practicable after the Closing Date, structuralbut in no event later than one hundred twenty (120) calendar days thereafter, mechanicalthe Sellers shall deliver or cause to be delivered to the Buyers originals or copies, geotechnical as applicable, of the Books and environmental inspections Records (and teststhe Sellers shall be entitled to retain a copy of such Books and Records), except that, subject to the Buyers’ right to have reasonable access, 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 the 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 any the Sellers and RWD Canada, on the other inspectionshand, studiesshall 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, records relating to the period prior to Closing and access to employees to the extent reasonably requested by the other party in connection with financial reporting matters, audits, legal proceedings, employee benefit claims, governmental investigations and other reasonable business purposes related to the fact of their ownership or tests reasonably required by Purchaserformer ownership of the Business; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent that nothing herein (which consent shall not be i) will obligate a party to take actions that would unreasonably withheld) and Seller shall have disrupt the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (2) days prior notice to Seller. In the normal course of its investigationsbusiness or grant access to any of its proprietary, Purchaser may make inquiries concerning confidential or classified information which does not relate to the Real Property Business or the Acquired Assets, nor (ii) prevent a party from liquidating, striking off or otherwise closing any entity (whether or not the entity is a party 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). Notwithstanding anything herein to the contrary, this Section 9.07 shall not allow a party to obtain access or 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 Seller consents provide reasonable support to, GP US and its Affiliates and Representatives to such inquiriesenable Buyer to timely file on a Current Report on Form 8-K and include therein the pro forma financial information required pursuant to Article 11 of Regulation S-X (17 CFR 210). Purchaser hereby indemnifies, protects, defends (with counsel reasonably acceptable to Seller) Such cooperation 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 support 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, include reasonable assistance with respect to such existing conditionthe review of the historical accounts, assets, liabilities and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive revenues necessary to prepare the termination pro forma financial statements of this Agreement the Business to be filed with the Securities and the ClosingExchange Commission.

Access. Upon (a) From the date hereof until the earlier of the Closing or termination of this Agreement, upon reasonable prior notice to Sellernotice, Purchaser Seller shall, and shall cause its agentsSubsidiaries to, employees, consultants, lenders and representatives shall have reasonable access furnish to the Property representatives of Buyer such additional financial and all books operating data and records for other material information regarding the Property that are in Seller’s possession Business (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 copies thereof) as Buyer may from time to time reasonably required by Purchaserrequest; provided, however, Purchaser may that any such furnishing of information shall be conducted during normal business hours, and in such a manner as not conduct to interfere with the normal operations of the Business; provided, further, that any invasive testing without requests by Buyer for such furnishing of information shall be made in writing to Seller’s prior written consent General Counsel (which consent such requests not to be unreasonably withheld or delayed). Notwithstanding anything to the contrary in this Agreement, Seller shall not be unreasonably withheldrequired 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 Seller after the Closing Date, each Party shall, and Buyer shall have cause the right Business to, retain the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to accompany Purchaser during all activities conducted at the Property. Invasive testing 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 include but not be limited to any testingallow each other, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respectand Buyer shall, Purchaser will restore the Property to and shall cause its condition before any such inspection or test. Purchaser shall provide to Affiliates to, allow Seller, at Seller’s expenseits Affiliates and their respective representatives, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property Books and any office where the records Records and to personnel having knowledge of the Property are keptwhereabouts and/or contents of the Books and Records, with at least two 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 Affiliates. Each Party shall be entitled to recover its out-of-pocket costs (2including copying costs) days prior notice, for the purpose of examining incurred in providing such Books and making copies, at Purchaser’s sole expense, of all books and records and other materials relating Records to the Property other Party. All such information accessed by Seller, its Affiliates and their respective representatives shall be considered to be included in Seller’s possession or controlthe definition of “Confidential Information” and governed by Section 6.14. Purchaser Buyer shall have the right to conduct a “walk-through” of the Property before cause its Affiliates to, hold in confidence all confidential information identified as such by, and obtained after the Closing upon at least two (2) days prior notice to Seller. In from, the course disclosing Party, any of its investigationsofficers, 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, representatives or employees; provided, however, Purchaser that information that (i) was in the public domain other than as a result of a breach of this Agreement; (ii) is required by law to be disclosed pursuant to any oral questions, interrogatories, requests for information or other documents in legal proceedings, subpoena, civil investigative demand or any other similar process, pursuant to the 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, or (iii) disclosed by Buyer or any of its Affiliates that is reasonably necessary for Buyer or any of its Affiliates to exercise its rights or satisfy and perform its covenants and obligations under this Agreement or any of the Ancillary Agreements, in each case shall not indemnify be deemed to be confidential information. If Buyer or any of its Affiliates is requested or required by oral questions, interrogatories, requests for information or other documents in legal proceedings, subpoena, civil investigative demand or any other similar process, pursuant to the 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 against any Claims caused 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 negligence or willful misconductregular 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 6.4(e)), or Claims arising out upon reasonable advance notice from the Buyer, Seller shall, and shall cause each of conditions that were present before Purchaser entered 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 Property, except properties listed on Schedule 6.4(e) and to the extent that Purchaser’s activities (a) are unreasonable in of any such leased property, the context portion of the information 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 unreasonably interfere with the operations of Seller and its Subsidiaries or undertake any invasive or destructive testing on the Phase I Properties and, provided further that Buyer agrees to Purchaserprovide, or 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 its environmental consultant are not allowed reasonable access to any Leased Real Properties by any such Leased Real Properties’ lessors and are not able to complete Phase I Assessments for any of such Leased Real Properties, then such Leased Real Properties shall not be deemed to be Phase I Properties. Buyer and Seller shall reasonably evident cooperate with any environmental consultant engaged by Buyer in order to Purchasertimely complete the Phase I Assessments. Notwithstanding anything herein to the contrary, in order to be included as a Phase I Assessment, a Phase I Assessment must be completed within thirty (30) days of the date hereof (provided that Seller has complied with its obligations under this Section 6.4(e)) and any Phase I Property with respect to any such existing condition, and Phase I Assessment that is not completed in such thirty (b30) exacerbate such existing conditions. The foregoing indemnity day period (provided that Seller has complied with its obligations under this Section 6.4(e)) shall survive the termination of this Agreement and the Closingno longer be deemed a Phase I Property.

Access. Upon reasonable prior notice Graco and Graco US Finishing Brands shall in good faith work with the Hold Separate Trustee to Seller, provide Purchaser Parent and its agents, employees, consultants, lenders and representatives shall have representatives: (i) reasonable access to the Property Asset Selling Subsidiaries’ and all books the Acquired Subsidiaries’ respective employees, accountants, lenders, attorneys, insurers and records for other third-party representatives engaged with respect to the Property that are in Seller’s possession or control for Liquid Finishing Business, (ii) reasonable access to the purpose of conducting surveysAsset Selling Subsidiaries’ and the Acquired Subsidiaries’ properties, appraisalsContracts, architectural, engineering, structural, mechanical, geotechnical Books and environmental inspections and testsRecords, and other documents and information in each case relating to the Liquid Finishing Business; (iii) copies of all such Contracts, Books and Records, and other documents and information relating to the Liquid Finishing Business as they may reasonably request; and (iv) such additional financial, operating, and other data and information relating to the Liquid Finishing Business as they may reasonably request. Graco and Graco US Finishing Brands shall in good faith work with the Hold Separate Trustee to cooperate and assist, to the 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’ ability to provide Purchaser Parent and its representatives with information about the Liquid Finishing Business is in all respects subject to the limitations imposed by the FTC (including, but not limited to, the Final Order and the Hold Separate Trustee. Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall Purchaser Parent or US Purchaser or any other inspectionsof their respective Affiliates or their respective representatives be entitled to conduct any Phase I Environmental Site Assessment or Phase II Environmental Site Assessment in respect of the Owned Real Property or the Leased Real Property, studies, on or tests reasonably required by Purchaserbefore the Closing Date without the written consent of Graco; provided, however, that Graco shall obtain from Graco’s environmental consultants a reliance letter to allow Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) Parent and Seller shall have the right US Purchaser to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing rely 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 costsPhase I Environmental Site Assessments prepared by such environmental consultants in respect of the Owned Real Property and the Leased Real Property located in the United States, lossesit being acknowledged and agreed that, liabilitiesif any such Phase I Environmental Site Assessments must be updated in order to allow Purchaser Parent and US Purchaser to rely on same, damagesGraco shall, 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 Purchaserrequest of Purchaser Parent, 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 cause such Phase I Environmental Site Assessments to the extent that Purchaser’s activities (a) are unreasonable in the context of the information provided to Purchaser, or reasonably evident to Purchaserbe updated, with respect the costs and expenses associated with such updates to such existing condition, and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement and the Closingbe borne by Purchaser Parent.

Access. Upon reasonable prior notice to Seller, Purchaser and its agents, employees, consultants, lenders and representatives shall have reasonable access to the Property and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Purchaser; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 Subject to the context Confidentiality Agreement, from the Execution Date until the earlier of the information provided to Purchaser, or reasonably evident to Purchaser, with respect to such existing condition, and (bi) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement and (ii) the Closing, Seller will, (w) upon reasonable notice, give Purchaser and its employees, accountants, financial advisors, counsel and other representatives reasonable access during normal business hours to the offices, properties, books and records of Seller relating to the Acquired Assets, the Assumed Liabilities, and the Wafer Business; (x) furnish to Purchaser such financial and operating data and other information relating to the Acquired Assets, the Assumed Liabilities, and the Wafer Business as may be reasonably requested; and (y) instruct the executive officers and senior business managers, Employees, counsel, auditors and financial advisors of Seller to cooperate with Purchaser’s employees, accountants, counsel and other representatives; provided, that (A) all activities covered by this Section 8.2(a) shall be at the sole cost and expense of Purchaser and (B) that any such activities pursuant to this provision shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would require Seller to disclose information, (i) subject to attorney-client privilege or that conflicts with any confidentiality obligations to which Seller is bound, (ii) related to pricing or other matters that are highly competitively sensitive or (iii) that would otherwise in the exercise of Seller’s good faith judgment, be inappropriate in light of the Bankruptcy Case. (b) Purchaser shall cooperate with Seller and make available to Seller such documents, books, records or information Transferred to Purchaser and relating to activities of the Acquired Assets, the Assumed Liabilities, and the Wafer Business prior to the Closing as Seller may reasonably require after the Closing in connection with any Tax determination or contractual obligations to Third Parties or to defend or prepare for the 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 Wafer Business by Seller prior to the Closing or in connection with any governmental investigation of Seller or any of its Affiliates; provided that any such activities pursuant to this provision shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Purchaser. (c) No party shall destroy any files or records which are subject to this Section 8.2 without giving reasonable notice to the other parties, and within 15 days of receipt of such notice, any such other party may cause to be delivered to it the records intended to be destroyed, at such other party’s expense.

Access. Upon reasonable prior notice On and after the Closing Date, the Purchaser will cause the Companies to Seller, Purchaser afford promptly to the Seller and its agents, employees, consultants, lenders and representatives shall have agents reasonable access to each of their respective properties, books, records, employees and auditors to the Property extent necessary to permit the Seller to determine any matter relating to its rights and all books and records for obligations hereunder or to any period ending on or before 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 PurchaserClosing Date; provided, however, that any such access by the Seller shall not unreasonably interfere with the conduct of the business of the Purchaser. The Purchaser may shall promptly provide the Seller with copies of any environmental assessments or audits of any of the properties of the Seller conducted by the Purchaser or its representatives. The Purchaser will hold, and will use its reasonable best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by Requirements of Law, all confidential documents and information concerning the Seller or the Companies provided to it pursuant to this Section 6.2. The Purchaser agrees that it is not conduct authorized to and will not (and will not permit any invasive testing 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 Closing without Seller’s the prior written consent (which consent shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building Seller except for contacts in the ordinary course of the Purchaser’s business that do not make inquiry or Seller’s business. If any inspection or test disturbs disclosure respecting the Property in a material respectCompanies, 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 transactions contemplated by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession contact 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 interaction with the terms of this AgreementCompanies or the Seller, 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 existence of this Agreement and or any other interaction involving the ClosingCompanies or the Seller.

Access. Upon 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 prior notice access (during normal business hours and in such a manner as not to Sellerunreasonably 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), Purchaser and its agents, employees, consultants, lenders and representatives shall have all other information the Buyer may reasonably request (including reasonable access to the Property employees of the Seller or any Affiliate thereof), including access to inspect such properties and all books 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 the Property that are in Seller’s possession or control for the purpose purposes of conducting surveysenvironmental assessments, appraisalsin each case, architecturalas the Buyer and its Representatives may reasonably request. Notwithstanding the foregoing, engineeringexcept as otherwise set forth herein, structuralthe Buyer hereby agrees that with respect to any such investigation, mechanicalinspection, geotechnical interview or solicitation of information, the Buyer shall comply with the terms, conditions and environmental inspections obligations of the Buyer set forth in Sections 1 through 7 of that certain Access and testsDue Diligence Agreement dated as of October 3, 2014, among the Seller and certain Affiliates thereof and the Buyer (the “Access and Due Diligence Agreement”) to the same extent as if such sections were set forth in their respective entireties in this Agreement, and notwithstanding that such Access and Due Diligence Agreement will automatically terminate upon the execution of this Agreement. The Buyer’s indemnity and insurance obligations under this Section 6.2 shall survive the Closing or termination of this Agreement for 6 months; the Buyer’s confidentiality obligations under this Section 6.2 shall survive the termination of this Agreement for a period of one (1) year. The Buyer hereby agrees that no such environmental or other investigation shall involve a “Phase II” assessment or any other inspectionsinspection which involves the movement, studiesdisassembly or other intrusion of or with respect to, or tests reasonably required by Purchaser; providedany Acquired Property, however, Purchaser may not conduct any invasive testing shall be performed without Seller’s the prior written consent (of the Seller. It is acknowledged and agreed that such access rights shall include the right to interview the tenants or subtenants under the Space Leases upon the prior written consent of the Seller, which consent shall not be unreasonably withheld) and , conditioned or delayed. Upon such consent, the Seller shall have arrange Buyer’s requested meeting with tenants at mutually agreeable times and the right Seller’ Representatives shall be entitled to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before attend any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 and the Closingmeetings.

Access. Upon reasonable prior notice 5.2.1 Subject to Sellerapplicable Law, Purchaser BHW and BHIL shall afford to INFO and its agentsaccountants, employeescounsel, consultantsfinancial advisors and other representatives (the "INFO Representatives") and INFO shall afford to BHW and BHIL and its accountants, lenders counsel, financial advisors and other representatives shall have (the "BHW Representatives") full access during normal business hours with reasonable access notice throughout the period prior to the Property and Closing Date to all books of their respective properties, books, 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 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 PurchaserSEC; provided, however, Purchaser 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 respective parties to consummate the transactions contemplated hereby and thereby. 5.2.2 INFO shall hold and shall use its reasonable commercial efforts to cause the INFO Representatives to hold, and BHW and BHIL shall hold and shall use its reasonable commercial efforts to cause BHW Representatives to hold, in strict confidence all non-public documents and information furnished to INFO or to BHW or BHIL, as the case may not conduct be, in connection with the transactions contemplated by this Master Transaction Agreement, except that: (a) INFO, BHIL and BHW may disclose such information as may be necessary in connection with seeking any invasive testing required approvals or consents, and (b) each of INFO, BHIL and BHW may disclose any information that it is required by Law or judicial or administrative order to disclose. 5.2.3 Neither INFO nor BHW nor BHIL shall use or knowingly permit the use of such non-public information or other confidential or proprietary knowledge of the other party for any purpose other than in connection with the transactions contemplated hereby without Seller’s the prior written consent (which consent of the other parties hereto; provided, that any information that is otherwise publicly available, without breach of this provision, or has been obtained from a third party without a breach of such third party's duties, shall not be unreasonably withheld) and Seller shall have the right subject to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (2) days prior notice to Seller. Section 5.2. 5.2.4 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 event that this Master Transaction Agreement is terminated in accordance with its terms, each party shall promptly redeliver to the terms other all non-public written material provided pursuant to this Section 5.2 and shall not retain any copies, extracts or other reproductions in whole or in part of this Agreementsuch written material. In such event, all documents, memoranda, notes and other writings prepared by INFO, BHIL or BHW based on the information in such material shall be 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 Seller consents to such inquiries. Purchaser hereby indemnifies, protects, defends destruction (with counsel reasonably acceptable to Sellerand reasonable commercial efforts) 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 shall be certified in writing 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 an authorized officer supervising such existing condition, and (b) exacerbate such existing conditionsdestruction. The foregoing indemnity obligations provisions of Subsections 5.2.2, 5.2.3 and 5.2.4 shall survive the any termination of this Agreement and the ClosingMaster Transaction Agreement.

Access. Upon reasonable prior notice to SellerParent will, and will cause its Affiliates to, permit Purchaser and its agents, employees, consultants, lenders and representatives shall Representatives to have reasonable access access, prior to the Property and all Closing Date, to the personnel, properties, books and records for records, Contracts and Permits to the Property that are in Seller’s possession or control for extent relating to the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical Business during normal working hours and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Purchaserupon reasonable advance notice; provided, however, that Purchaser may will not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) and Seller shall have disrupt the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use normal operations of the Building Business or Seller’s business. If other operations or activities of the Sellers or their Affiliates; provided, further, that (a) nothing herein will require any inspection employee of a Seller or test disturbs any of its Affiliates to provide any information regarding the Property Business in a material respect, 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 will restore the Property with access 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 (i) any information that must be maintained as confidential by applicable Law or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 Agreementa written agreement with a third party or (ii) sensitive customer or employee information, manufacturing processes, pricing lists or other information that relates to the Business and the provision of which, in Parent’s reasonable business judgment, could reasonably be expected to violate applicable Law (provided, in each case of clauses (i) and (ii), that Parent and its Affiliates will use commercially reasonable efforts to provide such information in a manner that does not violate such Law or is in accordance with such agreement); (c) nothing herein will require any of the Sellers or their Affiliates to provide Purchaser with access to or copies of any information that relates to any businesses or operations of the Sellers or their Affiliates other than the Business; and (d) nothing contained herein will permit Purchaser to conduct any soil, sediment, groundwater or other intrusive sampling. Parent will, and Seller consents will cause its Affiliates to, permit Purchaser and its Representatives to such inquiries. Purchaser hereby indemnifieshave reasonable access, protectsafter the Closing Date, defends (with counsel reasonably acceptable to Seller) all books 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”), records to the extent caused relating to the Business, but not included in the Acquired Assets as described in Section 1.2(h), during normal working hours and upon reasonable advance notice, excluding Tax Returns and related notes, worksheets, files and documents related thereto (except as otherwise set forth in Section 10.6); provided, that (x) nothing herein will require any employee of a Parent or any of its Affiliates to provide any information in any other format or otherwise to manipulate or reconfigure any data; (y) nothing herein will require Parent or its Affiliates to provide Purchaser or its Representatives with access to or copies of (1) any information that must be maintained as confidential by applicable Law or in accordance with the terms of a written agreement with a third party or (2) sensitive customer or employee information, manufacturing processes, pricing lists or other information the provision of which, in Parent’s reasonable business judgment, could reasonably be expected to violate applicable Law (provided, in each case of clauses (1) and (2), that Parent and its Affiliates will use commercially reasonable efforts to provide such information in a manner that does not violate such Law or is in accordance with such agreement); and (z) nothing herein will require Parent or any entry and/or activities upon of its Affiliates to provide Purchaser with access to or copies of any information that relates to any businesses or operations of Parent or its Affiliates other than the Property by Business. All requests for access will be made to such Representatives of Parent as Parent will designate, who will be solely responsible for coordinating all such requests and access thereunder. Notwithstanding the foregoing, prior to the Closing, Purchaser and Purchaser’s Representatives shall not contact or in any other manner communicate with the customers and suppliers of the 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 provision in this Agreement (including Section 10.6), none of Purchaser, Purchaser’s agentsany 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 Purchased Companies with regard to Pre-Closing Tax Periods) or any work papers related thereto, contractors and/or subcontractors, provided, however, Purchaser shall not indemnify Seller against any Claims caused by Seller’s negligence other than those portions or willful misconduct, excerpts thereof (or Claims arising out of conditions that were present before Purchaser entered the Property, except a pro forma Tax Return) relating solely 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 and the ClosingPurchased Companies.

Access. Upon reasonable prior notice Between the date of this Agreement and the Closing, Seller shall give to SellerBuyer, Purchaser and its officers, agents, employees, consultantscounsel, lenders accountants, engineers and representatives shall have other representatives, reasonable access to the Property premises and all books and records relating to the System and, to the extent permitted by Law, cause Seller’s employees to furnish to Buyer such information related to the System as Buyer shall from time to time reasonably request for the Property that are in Seller’s possession or control purposes of preparing for the purpose transition of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and the System to Buyer or any other inspectionsreasonable purpose relating to the transactions contemplated by this Agreement, studies, including strand mapping that is performed in an unintrusive manner and in a manner that does not affect the operation or tests reasonably required by Purchaserperformance of the System; provided, however, Purchaser 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) no environmental sampling or other testing may not conduct any invasive testing be performed without Seller’s prior written consent, which consent may be given or withheld in Seller’s sole discretion, and (ii) Buyer will not contact any employee, independent contractor, customer or supplier of Seller with respect to this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld) , provided that the preceding limitation shall not apply to reasonable contacts made by Buyer with independent contractors and suppliers of Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but if such contacts do not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with or negatively affect the use conduct of the Building Business 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 operation of the results of all such inspections, studies or tests required by PurchaserSystem. During the pendency of this Agreement, Purchaser Buyer agrees to indemnify and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property hold Seller harmless 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 full from and against any and all costs, losses, liabilities, damages, lawsuitscosts, judgmentsassessments, actionsfines, proceedingsinterest, penalties, demandsdeficiencies and other obligations and expenses (including customer claims, losses of subscribers, termination of services and reasonable out-of-pocket attorneys’ feesfees and expenses) (collectively, mechanic’s liens, or expenses of any kind or nature whatsoever (“ClaimsLosses”), 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 any testing and sampling by Buyer to which Seller may consent to pursuant to this Section 7.1. Buyer agrees that were present before Purchaser entered any Losses suffered by Seller as contemplated by the Propertyprevious sentence shall not: (i) constitute a breach by Seller of any of its representations, except warranties or covenants under this Agreement or any Ancillary Agreement; (ii) cause the failure of any closing condition set forth in Article X to be met; or (iii) cause, or be the basis for, any adjustment to the extent Cash Payment set forth in Section 4.3 (including due to any loss of subscribers). Buyer acknowledges that Purchaser’s activities (a) are unreasonable in any information made available to Buyer pursuant to this Section 7.1 is subject to the context terms 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 Non-Disclosure Agreement and the ClosingSection 8.3.

Access. Upon reasonable prior notice (a) From the date hereof until the Closing Date or the earlier termination of this Agreement in accordance with its terms, subject to Sellerthe confidentiality obligations of Purchaser set forth herein and in the Confidentiality Agreement, and subject to the limitations set forth in Section 7.03(b), Seller shall (i) give Purchaser and its agentsPurchaser’s Representatives reasonable access, employeesduring normal business hours and upon reasonable advance notice, consultants, lenders and representatives shall have reasonable access to the Property offices, properties, and all books and records for of Seller, the Property that are Company and the Selling Affiliate to the extent relating to the Business (which books and records shall include, without limitation, the books and records evidencing the compliance of Seller and the Selling Affiliate with the Protocol as it applies to the Business) and (ii) furnish to Purchaser and Purchaser’s Representatives such financial and operating data and other information in Seller’s possession or control for relating to the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, or tests Business as Purchaser may reasonably required by Purchaserrequest; provided, however, that neither Purchaser may not conduct nor any invasive Purchaser Representative will have the right to perform any investigative procedures that involve physical disturbance or damage to the real property of Seller or its Affiliates (including any environmental sampling or testing at such real property) or any of the other assets of the Business without Seller’s prior written consent (which consent consent. Any investigation pursuant to this Section 7.03 shall be conducted in such manner as not be to interfere unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use conduct 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 business of Seller, at the Selling Affiliate or any of their respective Affiliates. (b) Nothing in this Agreement will impose obligations on Seller’s expense, copies the Selling Affiliate or any of the results of all such inspections, studies their respective Affiliates to give Purchaser or tests required by Purchaser. During the pendency of this Agreement, any Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable Representative access to information if such access could reasonably be expected to cause Seller, the Property Selling Affiliate or any of their respective Affiliates to be in breach of any duty of confidence or any other duty or obligation under applicable Law (including antitrust and any office where the records of the Property are keptCompetition Laws and Laws affecting privacy, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 personal information and the Property free and harmless from and against any and all costscollection, losseshandling, liabilitiesstorage, damagesprocessing, lawsuits, judgments, actions, proceedings, penalties, demands, attorneys’ fees, mechanic’s liens, use or expenses disclosure of any kind or nature whatsoever (“Claims”data), to the extent caused by any entry and/or activities upon the Property by Purchaser, Purchaser’s agents, contractors and/or subcontractors, ; provided, however, that Seller shall, and shall cause the Selling Affiliate and each of their respective controlled Affiliates to, (i) use reasonable efforts to obtain consent to disclose information covered by a confidentiality agreement or other duty of confidence and (ii) disclose competitively sensitive information to the Purchaser’s external legal advisers pursuant to a common interest or joint defense agreement entered into by and between Seller and Purchaser. (c) Confirmation of Tantalum Inventory and Non-Tantalum Inventory. (i) During the week prior to the Closing, Seller shall provide Purchaser with a copy of the 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 not indemnify 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 against 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 Claims caused of (i) capacitor powder, work in progress and finished goods, (ii) mill work in progress, finished goods and scrap or (iii) tantalum trays, such amount of tantalum ore, K2TaF7 and scrap from a source specified as “non-conflict” as is necessary for the Business to produce the shortfall in the ordinary course, and Seller shall pay Purchaser an amount equal to the aggregate cost to the Business to produce such shortfall (calculated on the basis of the aggregate weighted average conversion cost per pound incurred by the Business to produce each type of the shortfall in the three (3) months prior to the Closing Date) from the tantalum ore, K2TaF 7 and scrap delivered by Seller’s negligence or willful misconduct. (iii) If the Closing Non-Tantalum Inventory is less than the Minimum Non-Tantalum Inventory, or Claims arising out then Seller shall, within five (5) Business Days after the Closing Date, pay to Purchaser by wire transfer of conditions that were present before Purchaser entered the Property, except to the extent that Purchaser’s activities (a) are unreasonable immediately available funds cash in the context of the information provided to Purchaser, or reasonably evident to Purchaser, with respect an amount equal to such existing condition, shortfall calculated by reference to book value in accordance with GAAP and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement and the Closingon a basis consistent with past practice.

Access. Upon (a) Prior to the Joinder Date, Parent will use its commercially reasonable prior notice efforts, to Sellerthe extent permitted by applicable Law, Purchaser to cause the Company and the Member to, and after the Joinder Date until the Closing Date Parent shall cause the Company and the Member to, (i) provide to Buyer and its agentsRepresentatives, employeesfull access to all Third Parties engaged in connection with the design, consultantsdevelopment and construction of the Casino and the Shared Space and full access to any and all premises, lenders properties, files, books, records, documents, and representatives shall have reasonable other information of the Company (including full access to the Leased Real Property and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveysinspections thereof and any other assessment thereof, appraisalsincluding 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 Representatives any and all financial, technical, architectural, engineeringconstruction, structuraldevelopment, mechanicaloperating 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, geotechnical development and environmental inspections construction of the Casino and teststhe Shared Space) and make available for inspection and copying by Buyer true and complete copies of any documents relating to the foregoing (collectively, and any other inspections, studies, or tests reasonably required by Purchaserthe “Inspection”); provided, however, Purchaser may not conduct that (xi) Buyer shall provide Parent reasonable notice prior to any invasive testing without SellerInspection; (xii) if Parent so requests, Buyer’s prior written consent Representatives shall be accompanied by a Representative of Parent or the Member; (which consent xiii) Buyer shall not be unreasonably withheld) and Seller shall have materially interfere with the right to accompany Purchaser during all activities operation of the business conducted at the Property. Invasive testing 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 include 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 be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use pre-existing condition of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Leased Real Property and any office where 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 records 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 Property are keptConfidentiality 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 information concerning the other party or parties or any of its or their Affiliates (and, for the avoidance of doubt, treating information concerning the Casino and the Company’s assets as information concerning Buyer) unless (i) compelled to disclose by judicial or administrative process (including in connection with at least two obtaining the necessary approvals of this Agreement and the transactions contemplated hereby of any Government Authority) or by other requirements of Law or (ii) disclosed in an action or proceeding brought by another party hereto in pursuit of its rights or in the exercise of its remedies hereunder, or unless such documents or information can be shown to have been (1) previously known by the party receiving such documents or information (other than pursuant to breach of an agreement to keep such information confidential), (2) days in the public domain (either prior notice, for to or after the purpose furnishing of examining such documents or information 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 another party hereto to keep such documents and making copies, at Purchaser’s sole expense, of all books information confidential. Buyer and records and other materials the Company agree that in the event any proprietary information or knowledge relating to an Excluded Asset is obtained, revealed or otherwise made known to Buyer in effecting (x) the Property in Seller’s possession transition from any existing software to replacement software pursuant to Section 1.7 hereof, specifically, or control. Purchaser shall have (y) the right to conduct a “walk-through” removal of the Property before the Closing upon at least two (2) days prior notice to Seller. In the course of its investigationsExcluded Assets, Purchaser may make inquiries concerning the Real Property to third partiesgenerally, includingBuyer shall not reveal, without limitationdisclose, representatives, contractors, parties to Service Contracts employ or otherwise use any such proprietary information and municipal, local and other government officials and representatives will hold such information in confidence in accordance with the terms of this Agreementthe Confidentiality Agreements. (c) Following the Closing Date, and Seller consents for so long as Parent and the Member, on the one hand, or Buyer, on the other hand, or their respective Affiliates are prosecuting, participating in, contesting or defending any action, claim, investigation, suit or proceeding, whenever filed or made, in connection with or involving in any way (i) this Agreement or the transactions contemplated hereby or (ii) the conduct or operation of the Company prior to or after the Closing, including any action, claim, investigation, suit or proceeding related to the 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 inquiries. Purchaser hereby indemnifiesparty and its Affiliates and their Representatives its personnel, protectsincluding for purposes of fact finding, defends (consultation, testimony, interviews, depositions and witnesses, in each case as shall be reasonably necessary in connection with counsel reasonably acceptable to Seller) and holds Seller and the Property free and harmless from and against any and all costsprosecution, lossesparticipation, liabilities, damages, lawsuits, judgments, actions, proceedings, penalties, demands, attorneys’ fees, mechanic’s liens, contest 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 defense of the information provided to Purchaserapplicable action, claim, investigation, suit or reasonably evident to Purchaser, with respect to proceeding by such existing condition, party and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement its Affiliates and the ClosingRepresentatives.

Access. Upon reasonable prior (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 original agreements, documents, books, records, including without limitation Employee records and records relating to obligations of the Company to Employees under Employee Plans retained or assumed by Purchaser or the Company hereunder, and files primarily relating to the Business or the Company (collectively, "Records") in the possession of Seller or any Post-Closing Affiliate to the extent not in the possession of the Company or Purchaser, subject to the following exceptions: (i) Purchaser recognizes that certain Records may contain only incidental information relating to the Company or may primarily relate to Seller or any Post-Closing Affiliate, or the businesses of Seller or any Post-Closing Affiliate other than the Business, and Seller and its Post-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, 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 Sellersuch 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, Purchaser and its agentsupon reasonable notice, each party hereto will give, or cause to be given, to the representatives, employees, consultantscounsel and accountants of the other parties hereto access, lenders during normal business hours, to Records relating to periods prior to or including the Closing, and representatives shall have reasonable access will permit such persons to examine and copy such Records to the Property extent reasonably requested by the other party in connection with tax and all books financial reporting matters (including, without limitation, any Tax Return relating to state or local real property transfer or gains taxes), audits, legal proceedings, governmental investigations and records for other business purposes and to make inquiries relating thereto of 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 Purchaserrelevant personnel; provided, however, Purchaser may not conduct that nothing herein will obligate any invasive testing without Seller’s prior written consent (party to take actions that would unreasonably disrupt the normal course of its business, violate the terms of any contract to which consent shall not be unreasonably withheld) and Seller shall have the right it is a party or to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited which it or any of its assets is subject or grant access to any testingof its proprietary, studies confidential or inspections that may disturb classified information (except to the Property in a material respect extent required for purposes of defending or interfere prosecuting any third party lawsuits or administrative or other adjudicative proceedings ("Legal Proceedings")). Each party will, and will cause its respective Affiliates controlled by it to, provide or 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 use of limitations described in, the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two preceding sentence (2) days prior notice, including without limitation for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 Agreementproviding, and Seller consents preparing to such inquiries. Purchaser hereby indemnifiesprovide, protects, defends (testimony in connection 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”third party Legal Proceedings), 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 and the Closing.

Access. Upon Seller will (a) during ordinary business hours and upon ------ reasonable prior notice to Sellerfrom Buyer, Purchaser permit Buyer and its agents, employees, consultants, lenders and authorized representatives shall to have reasonable access to all Purchased Assets, including without limitation books, records, offices and other facilities and properties of the Property and all books and records for the Property that are Business, in Seller’s possession or control for the purpose of conducting surveysorder to make such inspections, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and investigations as Buyer shall deem appropriate, (b) furnish, as soon as reasonably practicable, to Buyer or its authorized representatives such financial and operating data and other information in Seller's possession with respect to the Purchased Assets as Buyer may from time to time reasonably request, (c) make available copies of all insurance policies covering the Purchased Assets and the Assumed Liabilities, (d) make available to the Buyer a copy of each material report, schedule or other document (to the extent accessible to Seller without undue effort) filed or received by the Seller since November, 1996 with respect to the Purchased Assets with any other inspections, studies, Governmental Authority having jurisdiction over the Purchased Assets and (e) otherwise reasonably cooperate in the examination or tests reasonably required audit of the Business by PurchaserBuyer; provided, however, Purchaser that (i) any such inspection shall be -------- -------- conducted in such a manner as to not interfere unreasonably with the operation of the Purchased Assets, (ii) neither the Seller nor the Company shall be required to take any action that would constitute a waiver of the attorney- client privilege, (iii) neither the Seller nor the Company need supply the Buyer with any information that the Seller is legally prohibited from supplying and (iv) with respect to customer data, Buyer's employees may only review customer data information at the premises of the Business and in the presence of representatives of Seller and Buyer shall not conduct any invasive testing without make copies of such information. Without Seller’s 's prior written consent (which consent consent, Buyer shall not be unreasonably withheldentitled or permitted (i) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not perform or cause to be limited performed any invasive actions or any drilling, or (ii) to initiate any inquiry or request (including any inquiry or request relating to any testingzoning variance, studies zoning change or inspections conditional use permit) directed at any governmental official with respect to the Real Property; provided, however, that may disturb 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 Property in a material respect acts or interfere with the use omissions of the Building Buyer or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its Buyer's agents, employees, consultantscontractors, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials or subcontractors relating to the Property in Seller’s possession whole or control. Purchaser shall have the right to conduct a “walk-through” any part of the Property before the Closing upon at least two (2) days prior notice to SellerReal Property. In the course of its investigationsBuyer shall indemnify, Purchaser may make inquiries concerning the Real Property to third parties, including, without limitation, representatives, contractors, parties to Service Contracts defend and municipal, local and other government officials and representatives in accordance with the terms of this Agreement, and hold 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 claims and liens arising out of conditions that were present before Purchaser entered the Property, except respective activities of Buyer and its authorized representatives in and about the Real Property prior to the extent that Purchaser’s activities (a) are unreasonable in the context of the information provided to Purchaser, Closing or reasonably evident to Purchaser, with respect to such existing condition, and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the earlier termination of this Agreement and the ClosingAgreement.

Access. Upon reasonable prior notice to SellerThe Company will, Purchaser and will cause each of the other Hasbro Companies to, (a) permit the Agent, by its representatives and agents, employees, consultants, lenders and representatives shall have reasonable access to the Property and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and inspect 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 Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (2) days prior notice to Seller. In the course of its investigations, Purchaser may make inquiries concerning the Real Property to third partiesproperties, including, without limitation, representativescorporate books, contractorscomputer files and tapes and financial records of each of the Hasbro Companies, parties to Service Contracts examine and municipal, local make copies of the books of accounts and other government officials and representatives in accordance with the terms financial records 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 each of the information provided to Purchaser, or reasonably evident to Purchaser, with respect to Hasbro Companies at such existing conditionreasonable times and intervals as the Agent may determine, and (b) exacerbate 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 existing conditionsreasonable times and intervals as the Banks may designate. The foregoing indemnity obligations Banks and the Agent agree that they will treat in confidence all financial information with respect to the Company and its Subsidiaries and all information obtained during such inspection or discussion or pursuant to 9.5 which has not become public without violation hereof, and will not, without the consent of the Company, disclose such information to any third party or any trust or investment employee or trust or investment officer of any Bank, and, if any representative or agent of the Banks or the Agent shall survive not be an employee of one of the termination Banks or the Agent or any affiliate of the Banks or the Agent, such designee shall be reputable and of recognized standing and shall agree in writing to treat in confidence the information obtained during any such inspection and, without the prior written consent of the Company, not to disclose such information to any third party or make use of such information for personal gain. Notwithstanding the foregoing, the Company hereby authorizes the Agent and each of the Banks to disclose information obtained pursuant to this Agreement to banks or other financial institutions who are participants or potential participants in or assignees of the Loans made or to be made hereunder (provided, that prior to any such disclosure to any such participant, potential participant or assignee, such Person shall have agreed to be bound by the provisions of this Agreement 9.10 and 22 pursuant to a confidentiality agreement substantially in the Closingform of Exhibit I hereto and provided to the Company), and where required by applicable law or required or requested by governmental or regulatory authorities.

Access. Upon (a) To the extent permitted by applicable Law, between the date of this Agreement and the Closing Date, Seller will, during ordinary business hours and upon reasonable prior notice to Sellernotice, Purchaser (i) give Buyer and its agents, employees, consultants, lenders and representatives shall have Buyer’s Representatives reasonable access to the Property Purchased Assets; (ii) permit Buyer to make such reasonable inspections thereof as Buyer may reasonably request; (iii) furnish Buyer with such financial and all books operating data and records for other information with respect to the Property that are in Seller’s possession or control for the purpose Business as Buyer may from time to time reasonably request; and (iv) furnish Buyer with a copy of conducting surveyseach material report, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studiesschedule, or tests reasonably required other document principally relating to the Business filed or submitted by PurchaserSeller with, or received by Seller from, any Governmental Entity; provided, however, Purchaser may that (i) any such investigation will be conducted in such a manner as not conduct to interfere unreasonably with the operation of the Business or any invasive testing without Seller’s prior written consent other Person; (which consent ii) Seller shall not be unreasonably withheldrequired to take any action which would constitute or result in a waiver of the attorney-client privilege; and (iii) and Seller shall not be required to supply Buyer with any information which Seller is under a legal obligation not to supply. Buyer will indemnify and hold harmless Seller from and against any Losses incurred by Seller, its Affiliates or their Representatives by any action of Buyer or Buyer’s representatives while present on any of the Purchased Assets or other premises to which Buyer is granted access hereunder (including restoring any such premises to the condition substantially equivalent to the condition such premises were in prior to any such investigation). Notwithstanding anything in this Section 7.2 to the contrary, (i) Buyer will not have access to personnel and medical records if such access could, in Seller’s good faith judgment, subject Seller to risk of liability or otherwise violate the Health Insurance Portability and Accountability Act of 1996 and (ii) any investigation of environmental matters by or on behalf of Buyer will be limited to visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections, and Buyer will not have the right to accompany Purchaser during all activities conducted at the Property. Invasive perform or conduct any other sampling or testing shall include but not be limited to at, in, on, or underneath any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs Purchased Assets. (b) For a period of three (3) years after the Property in a material respectClosing Date, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser each Party and its agents, employees, consultants, lenders and representatives shall will have a continuing right of reasonable access to the Property and any office where the records all of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property Business or the Purchased Assets, including all Transferred Employee Records, in Seller’s the 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 AgreementParty, 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 employees of any kind or nature whatsoever (“Claims”)the other Party, to the extent caused that such access may reasonably be required by any entry and/or activities upon such Party in connection with 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 Assumed Obligations or willful misconductthe Excluded Liabilities, or Claims arising out other matters relating to or affected by the operation of conditions that were present before Purchaser entered the PropertyBusiness and the Purchased Assets. Such access will be afforded by the applicable Party upon receipt of reasonable advance notice and during normal business hours, except and will be conducted in such a manner as not to interfere unreasonably with the operation of the business of any Party or its respective Affiliates. The Party exercising the right of access hereunder will be solely responsible for any costs or expenses incurred by either Party in connection therewith. If the Party in possession of such books and records desires to dispose of any such books and records prior to the extent that Purchaser’s activities (a) are unreasonable in the context expiration of the information provided to Purchasersuch seven-year period, or reasonably evident to Purchasersuch Party will, with respect prior to such existing conditiondisposition, give the other Party a reasonable opportunity at such other Party’s expense to segregate and (b) exacerbate take possession of such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement books and the Closingrecords as such other Party may select.

Access. Upon reasonable (a) From the date hereof until the Closing Date, Seller shall, at the prior notice to Sellerwritten request of Buyer, Purchaser (i) give Buyer and its agentsRepresentatives, who are bound by the Mutual Confidentiality Agreement, reasonable access during Working Hours to the offices and properties, and to copies of books and records, of the Company Group subject in all respects to any and all restrictions and protections related to the COVID-19 virus (or any variant or strain thereof) applicable to the Company Group or that Seller and the Company Group have in effect; (ii) furnish to Buyer and its Representatives, who are bound by the Mutual Confidentiality Agreement, such financial and operating data and any other information relating to the Company Group and in the possession of Seller or the Company Group members as such Persons may reasonably request; and (iii) instruct the employees, consultantscounsel and financial advisors of the Company Group to cooperate with Buyer in its investigation of the Company Group. Any investigation pursuant to this Section 5.04 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Company Group or to violate any policies and procedures related to the COVID-19 virus (or any variant or strain thereof) that Seller or the Company Group has in effect or as required by a Governmental Authority or state Governor. Notwithstanding the foregoing, lenders (A) Seller shall not be required to provide or cause to be provided access to or disclose or cause to be disclosed information where such access or disclosure would jeopardize the attorney-client or other privilege, contravene any Applicable Law or Contract or contravene any confidentiality undertaking; and representatives (B) prior to the Closing Date and unless otherwise expressly required by any Governmental Authority, Buyer shall have reasonable access no right to perform or cause to be performed any invasive or subsurface investigations of the Property and all books and records for properties of the Property that are Company Group, including any sampling or testing of the air, soil, surface water, groundwater, building materials or other environmental media, unless Seller consents in writing to such investigations, which consent may be withheld in Seller’s possession sole discretion. All information provided or control for obtained pursuant to this Section 5.04 shall be kept confidential by Buyer and its Representatives in accordance with the purpose of conducting surveysMutual Confidentiality Agreement. (b) From the date hereof until the Closing Date, 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 consent, Buyer shall not, and shall cause its Affiliates not be unreasonably withheld) and to, contact any customers, vendors or suppliers of, or other third parties having business relationships with, the Company Group members, provided that if Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testingprovides its written consent, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser contact shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property be conducted 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 compliance with the terms of this Agreementthe Mutual Confidentiality Agreement and Representatives of Seller shall be entitled to reasonable notice of, and Seller consents to participation in, all such inquiriesmeetings. Purchaser hereby indemnifiesNotwithstanding the foregoing, protects, defends (with counsel reasonably acceptable to Sellerthis Section 5.04(b) and holds Seller and the Property free and harmless shall not restrict Buyer or its Affiliates 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”), such contact does not relate to the extent caused by any entry and/or activities upon the Property by PurchaserCompany Group, 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 and or the Closingtransactions contemplated hereby.

Access. Upon (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 prior notice access, upon reasonable advance notice, during regular business hours unless otherwise agreed by the parties, to Sellersuch 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, Purchaser (i) access shall include, access by telephone, periodic meetings, interviews and its agentsappearance of such employees as witnesses (by affidavits, employeesat depositions and at trials, consultantsas 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, lenders and representatives shall have reasonable affording access to the Property and all Borrower Claims Trustee to books and records for reasonably required to fulfill the Property that are 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 Seller’s 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 control for on behalf of the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and testsDebtors, and any and all communications with Debtors’ agents and professionals, and documents and other inspections, studies, or tests reasonably required by Purchaserinstruments relating to the Debtors’ origination and servicing of mortgage loans; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent that the Liquidating Trust shall not be unreasonably withheldresponsible 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 Seller Records under subsection (a) above, such Books and Records shall have at all times during the right Term remain in the custody and under the control of the Liquidating Trust; provided, however, that the Borrower Claims Trust shall be permitted to accompany Purchaser during all activities conducted make copies of the Books and Records, or any portion thereof, or request the Liquidating Trust to make such copies, including electronic copies, at the Property. Invasive testing expense of the Liquidating Trust to the extent reasonable under the circumstances. (c) In determining whether any request of the Borrower Claims Trust for access to employees of the Liquidating Trust or the Books and Records is reasonable in the circumstances, there shall include but not be limited taken into account whether the relevant information could otherwise be obtained from documents already in the custody, possession or control of the Borrower Claims Trust or professionals or agents otherwise employed or retained by the Borrower Claims Trust. (d) The Liquidating Trust shall use reasonable efforts to any testing, studies or inspections that may disturb afford the Property access provided for in subsection (a) above in a material respect timely manner, so as to enable the Borrower Claims Trustee to timely pursue the resolution of any Disputed Borrower Claims and otherwise timely fulfill the Borrower Claims Trust Functions, it being understood that time may be of the essence in certain instances in order to comply with court hearing or filing deadlines or to avoid the application of statutes of limitation; provided, however, that in all cases such access shall not unduly interfere with the use conduct 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 operations and affairs of the results Liquidating Trust upon the reasonable determination of all the Liquidating Trust Manager; and provided further that the Liquidating Trust shall not be required to (i) afford such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and extent that it would result in a waiver of any office where privilege, including attorney-client privilege, available to the records Liquidating Trust where, in the reasonable judgment of the Property 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 claims that are kept, with at least two or that may be available to it or to defend any claims or actions which have or may be asserted against it or (2ii) days prior notice, 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 examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating receiving requests for access to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” employees of the Property before Liquidating Trust and Books and Records and coordinating the Closing upon at least two response of the Liquidating Trust to such requests and (2ii) days prior notice an employee to Sellerreceive 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 course 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 its investigationssuch 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, Purchaser may make inquiries concerning the Real Property Liquidating Trust shall also afford access to third partiesemployees 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, representativescounsel, contractors, parties to Service Contracts accountants 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 Sellerfinancial advisors) 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”), who have been identified to the extent caused Liquidating Trust in each instance by any entry and/or activities upon the Property Borrower Claims Trustee. (g) The access to employees of the Liquidating Trust and Books and Records contemplated by Purchaserthis Section 2.1 shall be given by the Liquidating Trust at its own expense, Purchaser’s agents, contractors and/or subcontractors, including as provided in subsection (b) above; provided, however, Purchaser that the Liquidating Trust shall not indemnify Seller against be responsible for any costs and expenses incurred by the Borrower 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, Trust with respect to such existing conditionaccess, including the costs and (b) exacerbate such existing conditions. The foregoing indemnity obligations expenses of any agents, professionals or contractors retained by the Borrower Claims Trust for the purpose of obtaining access to the employees of the Liquidating Trust or the Books and Records or performing any Borrower Claims Trust Functions in respect thereof; provided further that nothing herein shall survive require the termination Borrower Claims Trust to hire any professional or agent, or to incur any particular cost or expense, in order to gain access to the employees of the Liquidating Trust or any Books and Records as contemplated by this Agreement and the ClosingSection 2.1.

Access. Upon reasonable prior notice to Seller, Purchaser and its agents, employees, consultants, lenders and representatives shall have reasonable access to the Property and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Purchaser; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and Purchaser, personally or through its authorized agents, employees, consultants, lenders and representatives shall have a continuing right of be entitled upon reasonable access advance notice to the applicable Seller Party to enter upon the Real Property during normal business hours and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct make such investigations, studies and analyses as Purchaser deems necessary or advisable, subject to the 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 “walk-through” party; (b) a representative of the Property before applicable Seller Party shall have the Closing upon at least two (2) days prior notice right to Seller. In the course of be present when Purchaser or its investigations, Purchaser may make inquiries concerning 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 third partiesa de minimis extent); (d) neither Purchaser nor its agents shall damage the Real Property or any portion thereof (except to a de minimis extent); (e) before Purchaser or its agents enter onto the Real Property, includingPurchaser shall deliver to the applicable Seller Party a certificate of insurance naming the applicable Seller Party as an additional insured, without limitationevidencing commercial general liability insurance (including property damage, representativesbodily injury and death) issued by an insurance company having a rating of at least “A-VII” by A.M. Best Company, contractorswith limits of at least $1,000,000 per occurrence for bodily or personal injury or death and $2,000,000 aggregate per location; (f) Purchaser shall: (i) use reasonable efforts to perform all on-site due diligence reviews on an expeditious and efficient basis; and (ii) indemnify, parties to Service Contracts hold harmless and municipal, local and other government officials and representatives in accordance with defend 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 Seller Parties against, and hold each of them harmless from and against any and from, all costsloss, lossesliability, liabilitiesclaims, damages, lawsuits, judgments, actions, proceedings, penalties, demands, costs (including reasonable attorneys’ fees, mechanic’s liens, or expenses of any kind or nature whatsoever (“Claims”), liens and damages resulting from or relating to the extent caused by any entry and/or activities upon the Property by Purchaser, Purchaser’s of Purchaser or its agents, contractors and/or subcontractors, ; provided, however, that Purchaser shall not indemnify indemnify, hold harmless or defend Seller or any of the Seller Parties against any Claims loss, liability, claims, costs (including reasonable attorney’s fees), liens or damages caused by Sellerany Seller Party’s negligence or willful misconduct, or Claims arising which arise out of the mere discovery of conditions that were present before Purchaser entered onto the Real 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 (bg) exacerbate such existing conditionswithout Seller’s prior written consent, which Seller may give or withhold in its absolute discretion, Purchaser shall not conduct any Phase II investigations, soil borings or other invasive tests on or around the Real Property. The foregoing indemnity obligations indemnification obligation shall survive the Closing or termination of this Agreement and the ClosingAgreement.

Access. Upon (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 prior access during normal business hours upon reasonable advance notice to Seller, Purchaser and its agents, employees, consultants, lenders and representatives shall have reasonable access to throughout the Property and all books and records for period from the Property that are in Seller’s possession or control for Execution Date until the purpose earlier 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 Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 and the date that is two years after the Closing Date, to Seller’s personnel, properties, contracts, commitments, books and records and such other information concerning the business, properties and personnel of the Business as Buyer may reasonably request; provided that Seller shall not be obligated to provide or give access to any minutes of meetings or resolutions of Seller’s board of directors (or similar governing body) or any committees thereof or any other business records or reports of or communication with any of its advisors relating to the evaluation or negotiation of this Agreement or the transactions contemplated hereby or any alternatives thereto. Notwithstanding anything to the contrary contained in this Section 7(c), any document, correspondence or information or other access provided pursuant to this Section 7(c) may be redacted or otherwise limited to prevent disclosure of information concerning the valuation of Seller and/or the Business and the purchase of the Acquired Assets or other similarly confidential or competitively sensitive information. All access pursuant to this Section 7(c) shall be conducted in such a manner as not to interfere unreasonably with the normal operations of Seller. (ii) Seller shall, and shall cause its 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 financial and other books and records which comprised part of the Acquired Assets that are required to administer and close the Bankruptcy Case, which access shall include (A) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such required documents and records and (B) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they require, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and applicable Permitted Access Party reimburses Buyer for the 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. Upon reasonable prior notice (a) The Operator shall, to Sellerthe extent possible under any Rights-of-Ways, Purchaser provide each Owner and its agents, employees, consultants, lenders and representatives shall have designees reasonable access to the Property Transmission Facilities site to permit the Owners and all their designees to inspect the construction, commissioning, operation and maintenance, capital upgrades and improvements to, repair and reconstruction of, and retirement and decommissioning of the Transmission Facilities, provided that (i) the 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 any portion thereof or pose a safety hazard; (ii) the Owners and their designees comply with any requirements of any rights-of-ways, license, easement or other real property interest agreement applicable to the Transmission Facilities; and (iii) 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 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 twelve (12) month period, inspect and audit the books and records of the Operator and any of its Affiliates and any Delegate (and the Operator shall secure such rights 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, Owners from its Affiliates and any other inspectionsDelegate) involved in the provision of services pursuant to this Agreement (“Other Costs Records”), 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 Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials extent reasonably relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” determination of the Property before Other Costs for which the Closing upon at least two Owners are liable under this Agreement as shown on an invoice provided to the Owners pursuant to Section 5.08 within twelve (212) days months prior notice to Sellerthe date of the audit notice. In the course The Operator shall, and shall cause any of its investigationsrelevant Affiliates and any Delegate, Purchaser may to keep and maintain all such Other Costs Records to the extent reasonably relating to the determination of the Other Costs for which the Owners are liable under this Agreement and make inquiries concerning such Other Costs Records available to the Real Property to third parties, including, without limitation, representatives, contractors, parties to Service Contracts and municipal, local and other government officials and representatives Owners in accordance with the terms of this Agreement. If any audit discloses that, and Seller consents to during such inquiries. Purchaser hereby indemnifiestwelve (12)-month period, protects, defends (with counsel reasonably acceptable to Seller) and holds Seller and an overpayment or underpayment of Other Costs has been made by 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, Non-Operating Owner or expenses the amount of any kind Other Costs allocated to the Owners on an invoice is incorrect, then such overpayment, underpayment or nature whatsoever incorrect amount shall be resolved pursuant to Section 5.09. The Owner requesting the audit shall reimburse one hundred percent (“Claims”100%) of all reasonable costs and expenses (including internal costs and expenses) incurred by or on behalf of the Operator and any of its Affiliates and any Delegate in complying with the provisions of this Section 5.06(b), provided that the Owner shall not be required to reimburse any such costs if the audit determines that the Owner has made more than Twenty-Five Thousand Dollars ($25,000) in overpayments of Other Costs or more than Twenty-Five Thousand Dollars ($25,000) in Other Costs have been incorrectly allocated 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 and the ClosingOwner.

Access. Upon reasonable prior notice During the Pre-Closing Period, Sellers shall cause the Company Entities to Seller, Purchaser give Buyer and its agentsRepresentatives, employeeswho are bound by the Confidentiality Agreement, consultants, lenders and representatives shall have reasonable access during normal business hours to all personnel, books, records, offices and other facilities and properties of the Property and all books and records for Company Entities as Buyer or its Representatives, who are bound by the Property that are in Seller’s possession or control for the purpose of conducting surveysConfidentiality Agreement, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, or tests may from time to time reasonably required by Purchaserrequest; provided, however, Purchaser may that (a) any such access shall be conducted in a manner not conduct to unreasonably interfere with the businesses or operations of the Company Entities, (b) Buyer shall not take any invasive testing samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building materials 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, contravene any Applicable Law or contravene any confidentiality undertaking or, in light of COVID-19 or COVID-19 Measures, jeopardize the health and safety of any Company Employee. Buyer shall not and shall not permit any of its Affiliates to, without Seller’s the prior written consent of Sellers (which consent shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to , conditioned or delayed), contact any testingemployee, studies independent contractor, customer, supplier, distributor or inspections that may disturb the Property in a other material respect or interfere with the use business relation of the Building or Seller’s business. If any inspection or test disturbs Company Entities, regarding 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 businesses of the results of all such inspectionsCompany Entities or the transactions contemplated hereby. Notwithstanding the foregoing, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable any access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials Company Entities relating to the Property in Seller’s possession or control. Purchaser Equity Financing 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 be governed exclusively 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 and the ClosingSection 7.13.

Access. Upon (a) To the extent permitted by applicable Law, between the date of this Agreement and the Closing Date, Seller will, during ordinary business hours and upon reasonable prior notice to Sellernotice, Purchaser (i) give Buyer and its agents, employees, consultants, lenders and representatives shall have Buyer’s Representatives reasonable access to the Property Purchased Assets; (ii) permit Buyer to make such reasonable inspections thereof as Buyer may reasonably request; (iii) furnish Buyer with such financial and all books operating data and records for other information with respect to the Property that are in Seller’s possession or control for the purpose Business as Buyer may from time to time reasonably request; and (iv) furnish Buyer with a copy of conducting surveyseach material report, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studiesschedule, or tests reasonably required other document principally relating to the Business filed or submitted by PurchaserSeller with, or received by Seller from, any Governmental Entity; provided, however, Purchaser may that (A) any such investigation will be conducted in such a manner as not conduct to interfere unreasonably with the operation of the Business or any invasive testing without Seller’s prior written consent other Person; (which consent B) Seller shall not be unreasonably withheldrequired to take any action which would constitute or result in a waiver of the attorney-client privilege; and (C) and Seller shall not be required to supply Buyer with any information which Seller is under a legal obligation not to supply. Buyer will indemnify and hold harmless Seller from and against any Losses incurred by Seller, its Affiliates or their Representatives by any action of Buyer or Buyer’s representatives while present on any of the Purchased Assets or other premises to which Buyer is granted access hereunder (including restoring any such premises to the condition substantially equivalent to the condition such premises were in prior to any such investigation). Notwithstanding anything in this Section 7.2 to the contrary, (x) Buyer will not have access to personnel and medical records if such access could, in Seller’s good faith judgment, subject Seller to risk of liability or otherwise violate the Health Insurance Portability and Accountability Act of 1996 and (y) any investigation of environmental matters by or on behalf of Buyer will be limited to visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections, and Buyer will not have the right to accompany Purchaser during all activities conducted at the Property. Invasive perform or conduct any other sampling or testing shall include but not be limited to at, in, on, or underneath any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs Purchased Assets. (b) For a period of three (3) years after the Property in a material respectClosing Date, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser each Party and its agents, employees, consultants, lenders and representatives shall Representatives will have a continuing right of reasonable access to the Property and any office where the records all of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property Business or the Purchased Assets, including all Transferred Employee Records, in Seller’s the 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 AgreementParty, 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 employees of any kind or nature whatsoever (“Claims”)the other Party, to the extent caused that such access may reasonably be required by any entry and/or activities upon such Party in connection with 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 Assumed Obligations or willful misconductthe Excluded Liabilities, or Claims arising out other matters relating to or affected by the operation of conditions that were present before Purchaser entered the PropertyBusiness and the Purchased Assets. Such access will be afforded by the applicable Party upon receipt of reasonable advance notice and during normal business hours, except and will be conducted in such a manner as not to interfere unreasonably with the operation of the business of any Party or its respective Affiliates. The Party exercising the right of access hereunder will be solely responsible for any costs or expenses incurred by either Party in connection therewith. If the Party in possession of such books and records desires to dispose of any such books and records prior to the extent that Purchaser’s activities (a) are unreasonable in the context expiration of the information provided to Purchasersuch three-year period, or reasonably evident to Purchasersuch Party will, with respect prior to such existing conditiondisposition, give the other Party a reasonable opportunity at such other Party’s expense to segregate and (b) exacerbate take possession of such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement books and the Closingrecords as such other Party may select.

Access. Upon (i) Subject to Section 6.2(c)(iv) below and any applicable confidentiality or similar agreement, at any reasonable time, upon at least two Business Days’ prior notice to Seller, Purchaser Seller shall permit representatives or agents of Buyer (including, for purposes of any inspection (but not visit), internal auditors but excluding any third party auditors), during normal business hours to (A) visit the properties of Seller utilized in connection with the collection, processing or servicing of the Transferred Assets, and its agents, employees, consultants, lenders and representatives shall have reasonable access to discuss matters relating to the Property and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Purchaser; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building Transferred Assets or Seller’s business. If performance and activities under or in connection with this Agreement with any inspection officer, employee or test disturbs internal accountants of Seller having knowledge of such matters and (B) inspect and examine 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, Records and make copies of the results of all and abstracts from such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials Records relating to the Property in Transferred Assets and otherwise inspect Seller’s possession information technology systems or controlother data or computer systems. Purchaser Buyer (or such Person as Buyer may designate) shall have the right be responsible for any expenses it incurs in connection with any visit or inspection. (ii) Subject to conduct a “walk-through” of the Property before the Closing Section 6.2(c)(iv) below and any applicable confidentiality or similar agreement, at any reasonable time, upon at least two (2) days Business Days’ prior notice to Seller, Seller shall permit representatives or agents of Buyer (including any third party auditors) to conduct audits related to the foregoing matters listed in Section 6.2(c)(i). In Seller shall be responsible for all costs and expenses of any audit (including the course reasonable costs and expenses of its investigationsBuyer) up to a maximum amount of $50,000 per audit; provided that such maximum shall not apply to the Dilution Data Review or the Dilution Process Review conducted pursuant to the Sub-Servicing Agreement. (iii) Seller shall authorize such officers, Purchaser employees, independent accountants and consultants, as applicable, to discuss with Xxxxx (or such Person as Buyer may make inquiries concerning designate) the Real Property affairs of Seller as such affairs relate to third partiesthe applicable Transferred Assets. (iv) Any such (A) visit described in Section 6.2(c)(i) above shall be conducted at any time at Buyer’s reasonable request, including, without limitation, representatives, contractors, parties (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 Service Contracts and municipal, local and other government officials and representatives the Sub-Servicing Agreement or any annual due diligence meeting conducted by a lender in accordance with the terms of this related Loan Agreement, and Seller consents to such inquiries. Purchaser hereby indemnifiesas applicable, 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 count towards such audit limitation but 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 other audit conducted pursuant to the extent that Purchaser’s activities (aSection 4.1(a) are unreasonable in the context of the information provided to PurchaserSub-Servicing Agreement, or reasonably evident to Purchaser, with respect to such existing condition, and (bSection 6.2(b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive of the termination of this NBCU Transfer Agreement and the Closing.or

Access. Upon (a) The Companies shall, through the Closing Date, upon reasonable prior notice to Sellerand during normal business hours: (i) make available in the Data Room for inspection by the counsel, Purchaser and its agents, employees, consultants, lenders auditors and representatives shall have reasonable access to of UEC, all of the Property Companies’ respective books, records, contracts, documents, correspondence and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and testsother written materials, 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) afford such Persons every reasonable opportunity to make copies thereof and Seller shall have the right to accompany Purchaser during all activities conducted take extracts therefrom at the Property. Invasive testing shall include but 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 be limited to any testing, studies or inspections that may disturb unduly interfere in the Property in a material respect or interfere with the use operations of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respectCompanies, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, attend at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (2) days prior notice to Seller. In the course of its investigationsrespective places of business and operations to observe the conduct of its business and operations, Purchaser may inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and (iii) require the Companies’ management personnel to respond to all reasonable inquiries concerning the Real Property to third partiesbusiness, includingLiabilities, without limitation, representatives, contractors, parties to Service Contracts and municipal, local and other government officials and representatives in accordance with the terms of this Agreementassets, 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 conduct 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 its business. (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive UEC shall, for a period of at least five business days prior to the termination Closing Date, upon reasonable notice and during normal business hours: (i) make available for inspection by the counsel, auditors and representatives of this Agreement the Pacific Road Funds and the ClosingCompanies, at such location as is appropriate, all of UEC’s books, records, contracts, documents, correspondence and other written materials, and afford such Persons every reasonable opportunity to make copies thereof and take extracts therefrom at the sole cost of the Pacific Road Funds and the Companies; provided such Persons do not unduly interfere in the operations of UEC; (ii) authorize and permit such Persons at the risk and the sole cost of the Pacific Road Funds and the Companies, and only if such Persons do not unduly interfere in the operations of UEC, to attend at all of its places of business and operations to observe the conduct of its business and operations, inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and (iii) require UEC’s management personnel to respond to all reasonable inquiries concerning UEC’s business assets or the conduct of its business relating to its Liabilities and obligations.

Access. Upon reasonable prior notice On and after the Closing Date, Buyer will cause each Company to Seller, Purchaser afford promptly to Seller and its agents, employees, consultants, lenders and representatives shall have agents reasonable access to its properties, books, records, information, employees and auditors in connection with (a) the Property and all books and records for the Property preparation of Tax Returns that are the responsibility of Seller, (b) management and handling of any Tax audits and Tax disputes, (c) complying with any request, subpoena, inquiry or investigation demand by any Governmental Authority, in Seller’s possession each case relating to any period ending on or control before the Closing Date, (d) to the extent necessary to determine any matter relating to its rights hereunder or (e) for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspectionslegitimate business purpose, studies, or tests reasonably required including the preparation of financial statements; provided that any such access by Purchaser; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent Seller shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use conduct of the Building business of Buyer 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 testCompany. Purchaser Seller shall provide to Seller, at Seller’s expense, copies bear all of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser out-of-pocket costs and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two expenses (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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, including attorneys’ fees, mechanic’s liensbut excluding reimbursement for general overhead, or expenses of any kind or nature whatsoever (“Claims”), to salaries and employee benefits) reasonably incurred in connection with 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 conditionsforegoing. The foregoing indemnity obligations This Section 6.01 shall survive the termination of this Agreement Closing and shall continue in full force and effect, and Buyer and the ClosingCompanies shall maintain all such books and records, until the later to occur of: (i) seven years after the Closing Date; and (ii) the expiration of all applicable statute of limitations periods. Notwithstanding the foregoing, Seller and its agents shall not have access to (A) (1) personnel records of any of the Companies relating to individual performance or evaluation records, (2) medical histories or (3) other information, in each case, which in Buyer’s good faith opinion would cause Buyer or such Company to violate Applicable Law or (B) any information where such access or any related disclosure would (I) jeopardize the attorney-client or other legal privilege of the institution in possession or control of such information (unless, in such case, Seller agrees to enter into a joint defense agreement or other similar agreement that would be reasonably expected to preserve such privilege) or (II) contravene any confidentiality provision of any binding agreement (including with a customer) if, in the case of any such confidentiality obligation, Buyer shall have used commercially reasonable efforts to have obtained consent of the relevant third party to such access, in which case the parties hereto will use their commercially reasonable efforts to make appropriate substitute disclosure arrangements.

Access. Upon reasonable prior notice Subject to Section 5.1, to the extent that Seller, Purchaser or its Affiliates may do so, Seller shall grant Buyer, its Representatives, and its agents, employees, consultants, lenders and representatives shall have reasonable the Environmental Consultant access to the Property and all books and records for the Property that are in Assets during Seller’s possession or control for the purpose any of conducting surveysits Affiliates, appraisalsas applicable, architecturalnormal business hours so Buyer, engineering, structural, mechanical, geotechnical and environmental inspections and testsits Representatives, and the Environmental Consultant may conduct, at Buyer’s sole risk and expense, a non-invasive on-site surface inspection of all or any other inspections, studies, or tests reasonably required by Purchaser; provided, however, Purchaser may not conduct any invasive testing without portion of the Assets and an inspection and review of Seller’s files covering environmental matters, all solely in accordance with the Phase I Activities (each, an “Environmental Assessment”). Buyer shall (and shall cause Buyer’s Representatives and the Environmental Consultant to) give Seller or its Affiliates (as applicable) reasonable (and in no event any less than 48 hours’) prior written consent (which consent shall not be unreasonably withheld) notice before entering onto any of the Assets, and Seller or its designee(s) shall have the right to accompany Purchaser during all activities conducted at Buyer, its Representatives, and the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use Environmental Consultant whenever they are on site of the Building Assets. Buyer shall not conduct an ASTM Phase II environmental assessment or any sampling, boring, drilling, or other invasive investigation activities (all of such assessments or sampling are “Invasive Activities”) without the prior notice and written consent of Seller, which consent Seller may withhold for any or no reason in its sole and absolute discretion. If Buyer, its Representatives, or the Environmental Consultant prepares any environmental assessment or report of any Asset (including any Environmental Assessment or Invasive Activities, if permitted by Seller), Buyer shall keep, and shall cause such Representatives and/or the Environmental Consultant to keep, such report or assessment confidential and furnish copies thereof to Seller within one week of receipt thereof by Buyer, its Affiliates, or its or their Representatives. In connection with any on-site inspections, if any, prior to Closing, Buyer (1) shall comply with, and will cause its Representatives and the Environmental Consultant to comply with, all requirements of the operators of the Assets, (2) shall not materially interfere with, and will cause its Representatives and the Environmental Consultant not to materially interfere with, the normal operation of the Assets or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 (b3) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement represents that it and its Representatives and the ClosingEnvironmental Consultant are adequately insured for such activities.

Access. Upon (a) During the Interim Periods, at reasonable prior notice times without causing unreasonable disruption to Sellerthe operations of the Acquired Companies, Purchaser consistent with applicable Law (including any applicable Public Safety Measures), the Owners Representative shall cause the Acquired Companies (excluding the First Closing Acquired Companies following the First Closing) to provide Buyer and its agents, employees, consultants, lenders and representatives shall have Representatives reasonable access to the Books and Records, Leased Real Property and all books other properties, assets, premises, Contracts and records for other documents and data related to the Property Acquired Companies as Buyer may from time to time reasonably request. Notwithstanding the foregoing, the Owners Representative may during the Interim Periods, cause any Acquired Companies (excluding the First Closing Acquired Companies following the First Closing) to withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third Person, (ii) information that, if disclosed, would violate an attorney-client or other privilege or would constitute a waiver of rights as to attorney work product or attorney-client privilege, or (iii) information, the disclosure of which would violate applicable Law, such as portions of documents or information relating to pricing or other matters that are highly sensitive, if the exchange of such documents (or portions thereof) or information, as determined by Katten, might reasonably result in Seller’s possession antitrust compliance questions for Owners (or control for any of their respective Affiliates). Notwithstanding anything herein to the purpose of conducting surveyscontrary, appraisalsin no event shall Buyer be permitted to speak to (x) any Business Employees or (y) any customer, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studiesvendor, or tests reasonably required by Purchaserservice provider of the Acquired Companies with respect to the Business, in each case, absent the prior written Consent of the Owners Representative. (b) For a period of seven (7) years after the applicable Closing, Buyer shall (i) retain the Books and Records relating to periods prior to such Closing and (ii) afford Owners (or the Owners Representative on behalf of Owners) reasonable access (including the right to make, at Owners’ expense, photocopies), during normal business hours prior written notice, to such Books and Records; provided, howeverthat such access shall only be in a manner that is subject to appropriate confidentiality restrictions, Purchaser may does not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheldinterfere with the normal business operations of the Acquired Companies and is permissible under applicable Law. Each Owner is a third-party beneficiary of this Section 6.2(b) and Seller is entitled to enforce the terms hereof. (c) The Parties acknowledge and agree that nothing contained in this Agreement is intended nor shall have it be interpreted to give, permit, or otherwise authorize Buyer or any of its Affiliates or Representatives, directly or indirectly, the right to accompany Purchaser during all activities conducted at control or direct the PropertyBusiness or any portion thereof prior to each Closing Date. Invasive testing Prior to such Closing Date, Owners and each Acquired Company, as the case may be, shall include but not be limited retain the exclusive right to any testingexercise, studies or inspections that may disturb the Property in a material respect or interfere consistent with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency terms and conditions of this Agreement, Purchaser complete control and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to supervision over the Property and any office where the records operations of the Property are kept, with at least two (2) days prior notice, for the purpose of examining Business and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 and the ClosingAcquired Company.

Access. (a) Upon reasonable prior notice to Sellerexecution of this Agreement until the Closing Date, each Seller and Subject Company shall give each Purchaser Party, its Affiliates, and its each of their respective officers, directors, managers, agents, employeesaccountants, consultantsattorneys, lenders investment bankers, financing sources, environmental consultants and other authorized representatives shall have (“Purchaser’s Representatives”) reasonable access to electronic copies of the Property and all books and records Records in such Seller or Subject Company’s or any of its or their respective Affiliates’ possession, the personnel of such Subject Company Group set forth on Schedule 8.1(a), during regular business hours upon reasonable request by Purchaser, for each such Person’s respective subject area of expertise specified on Schedule 8.1(a), and, upon at least two (2) Business Days prior notice, to any Assets operated by such Subject Company or any of its Affiliates, in each case during the Property that are in Seller’s possession or control normal business hours of such Subject Company, solely for the purpose of conducting surveysa due diligence review of such Assets and Records, appraisalsin each case to the extent that such Subject Company may provide such access without (i) violating applicable Laws or breaching any Contracts, architectural(ii) waiving any legal privilege (as reasonably determined by Sellers’ counsel) of any Seller or any Subject Company, engineeringany of their respective Affiliates (other than the disclosure of title opinions) or (iii) violating any confidentiality obligations of any Seller or any Subject Company to any Third Party; provided that Sellers shall, structuralif requested by Purchaser, mechanical, geotechnical and environmental inspections and tests, and use commercially reasonable efforts (without an obligation to pay money or incur any other inspections, studiesliability to, or tests reasonably required by Purchaserperform any obligation for the benefit of, any Third Party) to seek a consent or waiver to permit disclosure of confidential information without breach of any applicable confidentiality obligation. Such access shall be granted to Purchaser (x) with respect to the Records stored in electronic form, in the VDR, (y) with respect to the Records not stored in electronic format, in the offices of Sellers or its Affiliates and (z) otherwise, on the premises of the applicable Assets; provided, however, in no event shall any Seller or any Subject Company be obligated to provide, and Purchaser may not conduct and Purchaser’s Representatives shall have no right to receive or review (A) any invasive testing without Seller’s personnel records of, or relating to, any individual that is employed by any Subject Company (other than information required to be disclosed pursuant to Section 8.8), (B) prior written consent to Closing, any Excluded Records or (C) prior to Closing, any email correspondence of any Subject Company, except to the extent constituting Records. To the extent that any Third Parties operate the Assets, each Subject Company shall use commercially reasonable efforts to provide Purchaser with access to such Assets (which consent efforts shall not be unreasonably withheld) limited to requesting that the applicable Third Party operator provide Purchaser’s Representatives with access to such Assets). All investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives with respect to the Assets shall be conducted at Purchaser’s sole cost and expense. Each Seller or its designee shall have the right to accompany Purchaser during all and Purchaser’s Representatives whenever they are on site on the Assets and are permitted to collect split test samples if any are collected pursuant to approved invasive activities under this Section 8.1(a). Purchaser’s investigation and review shall be conducted at in a manner that minimizes interference with the Property. Invasive testing ownership or operation of the Assets or the Business, and Purchaser’s inspection right with respect to the environmental condition of the Assets shall include but not be limited to conducting a Phase I Environmental Site Assessment in accordance with the ASTM International Standard Practice Environmental Site Assessments: Phase I Environmental Site Assessment Process (Publication Designation: E1527 or E2247) or a similar visual assessment (including via any optical gas imaging cameras but excluding in all cases electronic ground or air scanners or samplers or other non-photographic devices) that does not include invasive sampling or testing of any environmental media (“Phase I”). No Purchaser Representative shall be entitled to conduct any sampling or testing of any environmental media in a manner similar to ASTM International Practice Environmental Site Assessments: Phase II Environmental Site Assessment Process (Publication Designation: E1903), or any other invasive or intrusive testing, studies measuring or inspections that may disturb sampling (including in all cases any electronic ground or air scanners or samplers or other non-photographic devices) on or relating to the Property in Assets (“Phase II”), without submitting a material respect or interfere with rationale and proposed work plan for the use proposed Phase II and obtaining the prior written consent of the Building applicable Subject Company, which consent may be granted, conditioned or withheld at the sole discretion of such Subject Company. In the event that Purchaser is unable to conduct a Phase I with respect to any Third Party-operated Asset or a Phase II with respect to any Asset due to any Seller’s business. If any inspection , Subject Company, or test disturbs the Property in a material respectThird Party (as applicable) withholding its consent or approval, Purchaser will restore may elect, in its sole discretion, to submit a Defect Notice with respect to such Asset(s) pursuant to and consistent with Section 3.2(a), and the Property lack of data from such Phase I or Phase II shall not, in and of itself, invalidate such Defect Notice with respect to its condition before any such inspection or testSection 3.2(a). Purchaser shall (1) furnish to each Seller and applicable Subject Company, free of costs, a copy of all final reports and test results prepared by or for any Purchaser Entity related to any Purchaser Entity’s diligence and investigation of the Assets, including any and all Phase I, Phase II, or further environmental assessments, intrusive testing or sampling (invasive or otherwise) on or relating to any of the Assets, in each case, to the extent such is relied upon by Purchaser in connection with the assertion of a Defect Notice, and (2) use commercially reasonable efforts to provide draft reports (or portions thereof) reasonably requested by Sellers or the Subject Companies to Sellersupport any preliminary Defect Notice for any Environmental Defects asserted or anticipated to be asserted by Purchaser on or before the Defect Notice Date. Purchaser shall obtain from any applicable Governmental Authorities and Third Parties all Permits necessary or required to conduct any approved invasive activities permitted by any Subject Company; provided that, upon request, the applicable Subject Company shall provide Purchaser with assistance (at no cost or liability to any Seller or any Subject Company) as reasonably requested by Purchaser that may be necessary to secure such Permits. Each Seller and Subject Company shall have the right, at Seller’s expenseits option and cost, to split with Purchaser any samples collected pursuant to approved invasive activities. If the Closing does not occur, Purchaser Parties (1) shall return or destroy all copies of the results Records, reports, summaries, evaluations, due diligence memos and derivative materials related thereto in the possession or control of all such inspections, studies Purchaser or tests required by any of Purchaser. During ’s Representatives in accordance with the pendency of this Agreement, Purchaser Confidentiality Agreement and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior noticeshall keep, for the purpose and shall cause each of examining and making copies, at Purchaser’s sole expenseRepresentatives to keep, any and all information obtained by or on behalf of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 confidential in accordance with the terms of this the Confidentiality Agreement. (b) Prior to the Closing, and Seller consents to such inquiries. no Purchaser hereby indemnifies, protects, defends Party shall (with counsel reasonably acceptable to Seller) and holds Seller and the Property free Purchaser Parties shall cause each Purchaser Representative not to) contact contractual counterparties, customers or potential customers of any Subject Company regarding this Agreement or the transactions contemplated hereby, any right of access to the Assets permitted hereunder, or the Business of a Subject Company (but excluding, for the avoidance of doubt, any contacts or communications in connection with the operation of any Purchaser Entity’s business in the ordinary course) without the prior written consent of Sellers, which consent may not be unreasonably withheld, conditioned or delayed; provided, however, (i) that Sellers may withhold consent to any such communications that, upon advice from outside antitrust counsel, Sellers believe in good faith would violate applicable Antitrust Laws and (ii) such contact or communication shall solely pertain to post-Closing transition and administration of contractual or vendor relationships after Closing, (ii) a Seller Management Person shall be present at any such contact or communication and (iii) in no event shall any Purchaser Party or Purchaser Representative have the right to direct or suggest any such vendor or counterparty as to operations or contractual matters with respect to periods prior to the Closing. (c) Purchaser Parties agrees to jointly and severally indemnify, defend and hold harmless each member of the Seller Group, from and against any and all costs, losses, liabilities, damages, lawsuits, judgments, actions, proceedings, penalties, demands, Damages (including court costs and reasonable attorneys’ fees), mechanic’s liensincluding Damages attributable to, or expenses arising out of Purchaser’s or Purchaser’s Representative’s access to the Records, any offices of any kind Seller or nature whatsoever Subject Company or the Assets prior to the Closing by Purchaser or any of Purchaser’s Representatives, EVEN IF SUCH CLAIMS, DAMAGES, LIABILITIES, OBLIGATIONS, LOSSES, COSTS AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (“Claims”WHETHER SOLE, JOINT OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY MEMBER OF THE SELLER GROUP (BUT EXCLUDING DAMAGES ARISING OUT OF (I) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF SELLER OR ANY SUBJECT COMPANY, (II) THE MERE DISCOVERY OF ANY ENVIRONMENTAL CONDITION INCLUDING ANY ENVIRONMENTAL DEFECTS OR ENVIRONMENTAL LIABILITIES, OR (III) ANY PRE-EXISTING CONDITIONS EXCEPT TO THE EXTENT THAT SUCH PRE-EXISTING CONDITIONS ARE EXACERBATED BY PURCHASER OR PURCHASER’S REPRESENTATIVES). (d) Upon completion of Purchaser’s due diligence, Purchaser Parties shall, at its sole cost and expense and without any cost or expense to any Seller, any Subject Company or any of their respective Affiliates, (i) repair all damage done to the extent caused by any entry and/or activities upon Assets in connection with Purchaser’s or Purchaser’s Representative’s due diligence, (ii) restore the Property Assets to the approximate same condition that they were prior to commencement of Purchaser’s or Purchaser’s Representative’s due diligence and (iii) remove all equipment, tools or other property brought onto the Assets in connection with Purchaser’s or Purchaser’s Representative’s due diligence. Any disturbance to the Assets (including the leasehold associated therewith) resulting from Purchaser’s or Purchaser’s Representative’s due diligence shall be promptly corrected by Purchaser, . (e) During all periods that Purchaser or any of Purchaser’s agents, contractors and/or subcontractors, provided, howeverRepresentatives are on the Assets or any Subject Company’s premises, Purchaser shall maintain, at its sole expense, policies of insurance of the types and in the amounts customary for Purchaser’s or any of Purchaser’s Representatives’ review. Upon written request by any Seller, Purchaser shall provide evidence of such insurance to Sellers prior to entering the Assets or premises of any Seller, any Subject Company or any of their respective Affiliates. (f) Purchaser understands that one or more members of the Seller Group (including the Subject Company Groups) have had discussions regarding other bids for the Subject Company Groups and/or the Assets and the preparation and negotiation of this Agreement, the Schedules hereto and the other documents contemplated herein, and that, excluding information related to this Agreement (including the representations and warranties and covenants set forth herein and the Schedules and Exhibits attached hereto), (i) Purchaser and each Subject Company shall not indemnify Seller be entitled to use in connection with any disputes against any Claims caused by Seller or any Subject Company (before or after Closing) any Seller’s negligence or willful misconductany Subject Company’s internal drafts of this Agreement, copies of (or Claims arising out other information regarding) other bids for any Subject Company or emails or other written information (including in electronic form) relating to any of conditions that were present before Purchaser entered the Property, except foregoing or to the extent that sales process (whether or not related to Purchaser’s activities (a) are unreasonable in the context of the information provided to Purchaser, bid or reasonably evident to Purchaser, with respect to such existing conditionother bids for any Subject Company), and (bii) exacerbate Purchaser hereby agrees that, except as reasonably necessary to defend any Third Party Claim after Closing, (A) it shall not have any rights to any such existing conditions. The foregoing indemnity obligations information and (B) it shall survive not request or subpoena any of any member of Seller Group or any Subject Company, or any of the termination of this Agreement and the ClosingSubject Company Representatives, management or employees to provide to any such information.

Access. Upon reasonable prior notice (a) Subject to Sellerthe terms of this Section 3.04, from and after the Effective Date until the earlier of the DDP Expiration Date or earlier termination of this Agreement, Purchaser and its agents, employees, consultants, lenders agents and representatives contractors shall have reasonable access the right, at Purchaser’s sole cost and expense, to the Property and all books and records for the Property that are in Seller’s possession or control enter any Facility for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and making such tests, inspections, facility management and administrative interviews and document reviews (collectively, “Inspections”) as Purchaser deems necessary in connection with this Agreement, subject to the terms and conditions set forth herein. Each Seller shall use commercially reasonable efforts to assist Purchaser in arranging such Inspections in respect of any Facility owned or operated by such Seller at no cost to such Seller. (b) Purchaser and its agents and contractors shall not undertake any Inspections or perform any other inspectionsactivities at the Facilities without first obtaining Sellers’ prior consent thereto via email to Xxxxxx Xxxxxxxx at XXxxxxxxx@xxxxxxxxxxxxxxx.xxx, 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 Property. Invasive testing shall include but not be limited to any testing, studies conditioned or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or testdelayed. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with give Sellers at least two (2) days prior noticeBusiness Days advance notice when requesting to undertake Inspections or perform any other activities at the Facilities. For the avoidance of doubt, Sellers’ failure to consent to any Inspections or the performance of any other activities at any Facility shall not be deemed unreasonable if Sellers, in their sole discretion, determine that the Inspections or such other activities that Purchaser or its agents desire to conduct at such Facility would be reasonably likely to create liability for any Seller or unreasonably interfere with or unreasonably interrupt the purpose operation of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or controlsuch Facility. Purchaser shall have the right to conduct provide Sellers with a “walk-through” description of the Property before Inspections proposed to be conducted at the Closing Facilities, together with, upon request by Sellers, insurance certificates reflecting insurance coverage in connection with such Inspections reasonably acceptable to Sellers, and shall deliver such description and insurance certificates to Seller via email to Xxxxxx Xxxxxxxx at XXxxxxxxx@xxxxxxxxxxxxxxx.xxx. The Inspections shall be performed by licensed, insured parties reasonably acceptable to Sellers. Sellers hereby acknowledge and agree that the following parties performing the Inspections shall be deemed acceptable to Sellers: EMG Corporation, Pixis, LLC and Zoning Reports, LLC. (c) Purchaser covenants that all Inspections shall be performed in a good and workmanlike fashion during normal business hours, and in a manner that minimizes any inconvenience to, or interruption of, the normal use and enjoyment of the Facilities and further covenants that at the conclusion of the Inspections, Purchaser shall restore the Facilities to at least two (2) days the same condition such Facilities were in prior notice to Seller. In the course commencement of its investigations, Purchaser may make inquiries concerning the Real Property to third partiesInspections, including, without limitation, representativesthe removal of any and all equipment necessary for Purchaser’s performance of the Inspections. Purchaser shall not permit any liens to attach to any Facility by reason of the exercise of its rights pursuant to this Section 3.04 and shall indemnify, contractorsdefend and hold harmless Sellers, parties to Service Contracts the Affiliated Parties and municipaleach of their respective affiliates, local officers, directors, employees, partners, shareholders, members, managers and any other government officials person having a direct or indirect ownership interest in any Seller, Affiliated Party or any of their respective affiliates (together with the successors and assigns of each of the foregoing, individually and collectively, the “Seller Group”) from any out‑of‑pocket losses, damages, liabilities, deficiencies, Claims, amounts paid in settlement, judgments, awards, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Damages”) incurred by the Seller Group and caused by Purchaser, Inspection Engineer or their respective agents, contractors and/or representatives in accordance connection with the terms Inspections and/or the completion of the Premises Condition Reports. For purposes of this Agreement, and Seller consents to such inquiries. Purchaser hereby indemnifies“Damages” shall not include any punitive, protectsincidental, defends (with counsel reasonably acceptable to Seller) and holds Seller and the Property free and harmless from and against any and all costsconsequential, losses, liabilities, special or indirect damages, lawsuitsincluding loss of future revenue or income, judgmentsloss of business reputation, actions, proceedings, penalties, demands, attorneys’ fees, mechanic’s liens, diminution of value or expenses any damages based on any type 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 conditionsmultiple. The foregoing indemnity obligations shall survive the Closing or earlier termination of this Agreement for a period of twenty‑four (24) months. Notwithstanding the foregoing, in no event shall the indemnity of this Section include the mere discovery of pre‑existing conditions disclosed by Purchaser’s investigations or any damages caused by Seller or Seller’s negligence or willful misconduct (or by any other Seller Group party or its negligence or willful misconduct). For purposes of clarification, and as only one example, Purchaser will not be deemed to have engaged in the “mere discovery of pre‑existing conditions” if, in addition to identifying said pre‑existing conditions, Purchaser were to provide notice of such conditions to any third party. (d) Sellers shall be entitled to have a representative (as designated by Sellers from time to time, each a “Sellers’ Representative”) present during all visits to the Facilities by Purchaser or its agents or representatives. During and following any such Inspections, Purchaser shall direct all requests for information about the Property through a Sellers’ Representative. Purchaser’s access to on‑site personnel shall be limited to meeting with the chief administrator and property manager at each Facility, and any replacement thereof to the extent the position or title of any such person changes prior to the Closing (collectively, the “Facility Management”), unless otherwise approved by Sellers or Sellers’ Representative. Purchaser shall instruct and advise its agents and representatives visiting a Facility not to reveal to any personnel of any Seller (other than Sellers’ Representative and the ClosingFacility Management) that such visit and related activity is being conducted in connection with a proposed purchase of the Transferred Property and shall instruct its agents and representatives to direct all questions regarding their presence to Sellers’ Representative and the Facility Management. Notwithstanding anything herein to the contrary, Purchaser shall use commercially reasonable efforts not to interfere unreasonably with any operations of any Seller at any Facility or unreasonably disturb or interfere with any Resident’s rights or occupancy at any Facility, and Purchaser will not contact any Residents or employees of any Facility, without first obtaining the written consent (which may be via electronic mail) of a Sellers’ Representative. (e) At all times prior to the Closing and in connection with the Inspections, Purchaser agrees to maintain at its own expense (and to cause its agents and contractors to maintain) and, upon request, provide evidence to Sellers of the following insurance policies: (i) commercial general liability insurance in a form satisfactory to Sellers, with a combined single limit for property damage and bodily injury of not less than Two Million and 00/100 Dollars ($2,000,000.00) per occurrence, and (ii) workers’ compensation coverage for the employees or and agents of any party (including, without limitation, Purchaser) engaging in the Inspections in accordance with applicable Law. Such evidence shall be in the form of certificates of said policies in form reasonably acceptable to Sellers, which shall be delivered to Sellers prior to the date of any Inspection to be performed hereunder. (f) Purchaser shall use commercially reasonable efforts to promptly furnish Sellers with copies of all reports issued as a result of the Inspections by delivery of same to Sellers’ attorneys, Xxxxxxx X. Xxxxxxx and L. Xxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxx & Xxxx, P.C., 00 Xxxxx Xxxxxxxx, Xxxxx 0000, Xx. Xxxxx, XX 00000, Email: xxx@xxxxxxxxxxxx.xxx and xxx@xxxxxxxxxxxx.xxx, respectively. Any such reports as well as all other results, findings or documentation obtained by Purchaser in connection with the Inspections shall be subject to the terms and conditions of that certain Non-Disclosure Agreement dated May 2, 2018 signed by American Healthcare Investors, LLC (the “Purchaser NDA”).

Access. Upon reasonable After the date hereof and prior notice to Sellerthe Closing, Sellers agree that the Transelec Entities shall permit Purchaser and its agents, respective employees, consultantscounsel, accountants and other representatives, including lenders and representatives shall financial advisors, to have reasonable access access, upon reasonable advance notice, during regular business hours, to the Property and all assets, employees (including employees of Sellers who have responsibility for the Transelec Entities), accountants, properties, books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveysrecords, appraisalsaccounts, architectural, engineering, structural, mechanical, geotechnical businesses 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 Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access operations to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials extent relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (2) days prior notice to Seller. In the course of its investigations, Transelec Entities as 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 subcontractorsrequest, provided, however, that in no event shall Sellers or the Transelec Entities be obligated to provide any access or information if Sellers or the Transelec Entities determine, in good faith after consultation with counsel, that providing such access or information may violate applicable Law, cause either of Sellers or the Transelec Entities to breach a confidentiality obligation by which it is bound or jeopardize any recognized privilege available to either of Sellers or the Transelec Entities. Purchaser shall not agrees to indemnify Seller against and hold Sellers and the Transelec Entities harmless from any Claims caused 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 Seller’s negligence either of Sellers or willful misconductthe Transelec Entities or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of the employees, or Claims arising out counsel, accountants, advisors and other representatives of conditions that were present before Purchaser entered the Property, except during any visit to the extent that Purchaser’s activities (a) are unreasonable in the context business or property sites of the information provided Transelec Entities prior to Purchaserthe Closing Date, whether pursuant to this Section 5.4 or reasonably evident otherwise. During any visit to Purchaser, with respect to such existing conditionthe business or property sites of the Transelec Entities Purchaser shall, and (b) exacerbate shall cause its employees, counsel, accountants, advisors and other representatives accessing such existing conditionsproperties to, comply with all applicable Laws and all of the Transelec Entities’ safety and security procedures and conduct itself in a manner that could not be reasonably expected to interfere with the operation, maintenance or repair of the assets of the Transelec Entities. The foregoing indemnity obligations Each Party shall, and shall survive cause its Affiliates and representatives to, hold in strict confidence all documents and information concerning the termination of other furnished to it in connection with the transactions contemplated by this Agreement and in accordance with the ClosingConfidentiality Agreement.

Access. Upon reasonable prior notice to Seller, Purchaser and its agents, employees, consultants, lenders and representatives shall have reasonable access to the Property Properties during Seller’s normal business hours, and all books and records for the Property Properties that are in Seller’s or its property manager’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical geotechnical, physical, soil 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 which would interrupt the conduct of Seller’s business, without Seller’s prior written consent (which consent consent. All access shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited subject to any testingrights of tenants, studies restrictions in tenant leases and procedures necessary to secure or inspections that may disturb the Property in a material respect or interfere with the use preserve any confidential information of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respecteither Property, Purchaser will restore the such Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property Properties during Seller’s normal business hours in a manner which would not interrupt the conduct of Seller’s business, and any office where the records of the Property Properties are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, copies of all books and records and other materials relating to the Property Properties in Seller’s or its property manager’s possession or control. During the Due Diligence Period, Purchaser may conduct tenant interviews. Purchaser shall have the right to conduct a “walk-through” of the each Property before the Closing upon at least two (2) days prior notice to SellerClosing. In the course of its investigations, Purchaser may make inquiries concerning the Real Property to third parties, including, without limitation, tenants (and subtenants), representatives, contractors, property managers, parties to Service Contracts and municipal, local and other government officials and representatives in accordance with the terms of this Agreementrepresentatives, 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 all communications 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 conditiontenants/subtenants, and (b) exacerbate such existing conditions. The foregoing indemnity obligations property management personnel shall survive the termination of this Agreement and the Closingbe coordinated exclusively through Seller.

Access. Upon reasonable prior notice Subject to Sellerapplicable Law and Contract (including anti-trust gun-jumping considerations), during the Interim Period, the Company and the Seller will provide the Purchaser and its agentsRepresentatives with reasonable access during normal business hours to the books and records of the Company Entities, and, subject to the receipt of reasonable prior written notice from the Purchaser, and with the prior express consent (which may be via email) of the Company’s Chief Executive Officer or Chief Financial Officer or his/her authorized designee(s) (which consent will not be unreasonably withheld or delayed), to the properties, to the Assets, and to the officers, employees, consultantsagents and accountants of the Company with respect to matters relating to the business of the Company Entities, lenders and representatives will provide the Purchaser and the Purchaser’s Representatives with such information concerning the Company Entities, the Shares, the Assets, personnel and business of the Company Entities as the Purchaser and/or the Purchaser’s Representatives reasonably may request. Any information or knowledge obtained in any investigation pursuant to this Section 5.4 that is Confidential Information is subject to Section 5.6. Notwithstanding anything herein to the contrary, the Purchaser is not authorized to and shall have reasonable not (and shall not permit any of its employees, agents, Representatives or Affiliates to) contact any officer, director, employee, customer, supplier, distributor, vendor or other business relation of the Company Entities prior to the Closing without the prior written consent of (which consent will not be unreasonably withheld or delayed) the Seller. Any access to the Property and all books and records for the Property that are in Seller’s possession records, assets, personnel, 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, aspect of the business of the Company Entities granted to the Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent pursuant to this Section 5.4 shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, at reasonable times, under the supervision of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” appropriate personnel of the Property before Company and in such a manner as to maintain 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 confidentiality of this Agreement and the Closingtransactions contemplated hereby and not to interfere with the normal operation of the business of the Company Entities. Notwithstanding the foregoing provisions of this Section 5.4 or any other provision of this Agreement, the Company Entities and the Seller shall not be required to provide to the Purchaser any documents that are subject to a confidentiality obligation entered into prior to the date of this Agreement that has not been duly waived or which is subject to the attorney-client privilege and/or work-product doctrine.

Access. Upon reasonable prior notice With respect to the Worldwide Companies and the Compass Businesses, from the date hereof to the Worldwide Closing, and with respect to Compass Australia and the Australian Business, from the date hereof to the Australia Closing: (a) Each Seller, Purchaser Company and Company Subsidiary shall permit Buyer and its agents, employees, consultants, lenders and representatives shall to have reasonable full access to and to examine all premises, properties, files, books, documents, records, financial information (including working papers and data in the Property possession of any of Seller's, Company's or Company Subsidiaries' independent public accountants, internal audit reports, and "management letters" from such accountants with respect to any Seller's, Company's or Company Subsidiary's systems of internal control) and other information of any Company or Company Subsidiary or Seller or any Affiliate relating to the Compass Businesses (including the right to make extracts therefrom or copies thereof), and shall cooperate with Buyer in its investigation of the Compass Businesses. (b) Each Seller, Company and Company Subsidiary shall permit representatives of Buyer to consult with its personnel concerning all financial and operational matters relating to the Compass Businesses, and shall be available, or make available its personnel, to consult with such representatives. (c) Each Seller, Company and Company Subsidiary shall promptly furnish to Buyer such other documents as Buyer or its representatives may reasonably request from time to time. (d) Each Seller, Company, and Company Subsidiary shall provide to Buyer all information and documents in its possession, including but not limited to blueprints, drawings, title surveys and title information, operational manuals, engineering or environmental reports or assessments, and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveysinformation, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and testsdocuments, and any other inspectionsfiles relating to compliance with Environmental Laws, studiesthe presence of Materials of Environmental Concern, or tests reasonably required by Purchaser; providedEnvironmental Claims, howeverincluding but not limited to the results and analysis of all environmental testing or sampling of such premises, Purchaser may not conduct relating to the Compass Businesses. Nothing in this paragraph shall preclude Seller from retaining copies of any invasive testing without Seller’s prior written consent materials provided to Buyer pursuant to this paragraph. (which consent e) Information shall not be unreasonably withheld) and Seller withheld from Buyer under a claim of privilege or confidentiality but Buyer shall have be obligated to maintain the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results confidentiality of all such inspectionsinformation, studies or tests required by Purchaser. During the pendency of as provided in this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 and the Closing.

Access. Upon (a) Prior to the Closing, Seller shall provide Purchaser with reasonable prior notice access during normal business hours to Sellerthe Purchased Assets and information reasonably related thereto and to the Transaction as Purchaser may reasonably request. While visiting in the JV1/JV2 Facilities, Purchaser shall at all times fully comply with Seller’s plant rules and regulations provided to Purchaser as well as all reasonable instructions that may be issued by Seller’s employees or personnel accompanying such employees or representatives of Purchaser. Each party shall, at its own expense, indemnify and hold harmless the other party and its agents, employees, consultants, lenders and representatives shall have reasonable access to the Property and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Purchaser; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 employees from and against any and all costsdirect losses or damages without limitation to any of the other party’s property or loss of personal health or life, lossescaused by the indemnifying party’s representatives during any such visit. Without limiting the generality of the foregoing, liabilities, damages, lawsuits, judgments, actions, proceedings, penalties, demands, attorneys’ fees, mechanic’s liens, or expenses Purchaser shall perform a final due diligence review of any kind or nature whatsoever the Purchased Assets within five (“Claims”), 5) business days prior to the extent caused by Closing, solely for the purpose of confirming (i) the condition and existence of the Purchased Assets at the time of Closing, (ii) that there has been no Material Adverse Effect and (iii) the amounts of Inventory (including work-in-process) and raw materials located at the JV1/JV2 Facilities. Seller shall use commercially reasonable efforts to locate and provide any entry and/or activities upon of the Property information requested by Purchaser, Purchaser’s agents, contractors and/or subcontractors, provided, however, and Purchaser shall not indemnify Seller against use its commercially reasonable efforts to minimize any Claims caused by disruption to Seller’s negligence or willful misconduct, or Claims arising out of conditions that were present before Purchaser entered business in connection with the Property, except to the extent that Purchaser’s activities (a) are unreasonable in the context conduct of the information provided process contemplated herein. Seller shall receive reasonable advance notice of and shall have the right to Purchaserparticipate in, any discussions Purchaser might have with any foreign, federal or reasonably evident to Purchaser, with respect to such existing condition, and state Governmental Authorities about Seller or the Purchased Assets. (b) exacerbate such existing conditions. The foregoing indemnity obligations Following the Closing, upon Purchaser’s reasonable request and at Purchaser’s expense, Seller shall survive use commercially reasonable efforts to provide to Purchaser copies of any books, records and/or documents that are not Purchased Assets but that are useful for Purchaser to operate the termination JV1/JV2 Facilities and the Tangible Assets, and to perform the Assigned Leases, in substantially the same manner as operated by Seller as of the date of this Agreement and as of the ClosingClosing Date. (c) Notwithstanding anything in this Section to the contrary, under no circumstances shall Seller be required to provide to Purchaser or its Representatives access to any privileged attorney-client communications or work product of Seller. With respect to information covered by existing confidentiality agreements between Seller and third parties, Seller and Purchaser will make commercially reasonable efforts to obtain waivers or otherwise allow for Seller to disclose such information to Purchaser.

Access. Upon reasonable prior notice to Seller, Purchaser and its agents, employees, consultants, lenders and representatives shall have reasonable access to the Property and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Purchaser; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 For purposes of furthering the context transactions contemplated hereby, Sellers shall afford Buyer and its Representatives reasonable access during normal business hours upon reasonable advance notice to Sellers, throughout the period from the Agreement Date until the earlier 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 and the Closing, to Sellers’ and any Acquired Subsidiary’s personnel, properties, contracts, commitments, Books and Records and such other information concerning the business, properties and personnel of the Acquired Business as Buyer may reasonably request; provided that Sellers shall not be obligated to provide or give access to any minutes of meetings or resolutions of a Seller’s or any Acquired Subsidiary’s board of directors (or similar governing body) or any committees thereof or any other business records or reports of or communication with any of its advisors relating to the evaluation or negotiation of this Agreement or the transactions contemplated hereby or any alternatives thereto. Notwithstanding anything to the contrary contained in this Section 5.2(a), any document, correspondence or information or other access provided pursuant to this Section 5.2(a) may be redacted or otherwise limited to prevent disclosure of information concerning any aspect of the Pharma Business, the valuation of Sellers and/or the Acquired Business and the purchase of the Purchased Assets or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.2(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of Sellers and the Acquired Subsidiaries and (ii) coordinated exclusively through the designated Representatives of Sellers. For the avoidance of doubt, Buyer shall not contact any customers, suppliers, employees, contractors or landlords of Sellers or any of its Subsidiaries, including the Acquired Subsidiaries, without Sellers’ prior written consent, which shall not be unreasonably withheld. (b) Notwithstanding anything to the contrary contained in this Section 5.2, neither a Seller nor any Acquired Subsidiary shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the reasonable judgment of such Seller’s legal counsel, (i) jeopardize the attorney-client privilege of a Seller or any Acquired Subsidiary or (ii) conflict with any Law applicable to a Seller or any Acquired Subsidiary or the assets or operation of the Acquired Business; provided that in such instances, Sellers shall inform Buyer of the general nature of the information being withheld and, upon Buyer’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (c) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality Agreement, dated as of October 19, 2018, between Parent and New Mountain Capital, L.L.C. (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. (d) In order to facilitate a Seller’s efforts to (i) administer and close the Bankruptcy Case, including for purposes of administering and closing any insurance claims and any Proceedings to which any Seller or any of its Subsidiaries is a party (other than in connection with any Proceeding with Buyer) (together, the “Post-Close Proceedings”), and (ii) prepare Tax Returns (together, the “Post-Close Filings”), for a period of seven (7) years following the Closing, Buyer shall permit Sellers and Sellers’ counsel, accountants and other Representatives (collectively, “Permitted Access Parties”) during regular business hours, with reasonable notice, and subject to reasonable rules and regulations, reasonable access to the financial and other Books and Records which comprised part of the Purchased Assets, and to employees, officers, advisors and accountants of Buyer, in each case to the extent required to complete the Post-Close Filings or to administer and close the Post-Close Proceedings, which access shall include (A) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such required documents and records and (B) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they require, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and applicable Permitted Access Party reimburses Buyer for the 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. For a period of seven (7) years following the Closing, or such longer period as may be required by applicable Law or necessitated by applicable statutes of limitations, Buyer shall, and shall cause its Subsidiaries to, maintain all such Books and Records in the jurisdiction in which such Books and Records were located prior to the Closing Date and shall not destroy, alter or otherwise dispose of any such Books and Records. On and after the end of such period, Buyer shall, and shall cause its Subsidiaries to, provide Sellers with at least ten (10) Business Days prior written notice before destroying, altering or otherwise disposing any such Books and Records, during which period the Sellers may elect to take possession, at its own expense, of such Books and Records. Notwithstanding anything contained in this Section 5.2 to the contrary, in no event shall a 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. The Official Committee of the Unsecured Creditors in the Bankruptcy Case (through its court retained professionals and not members of the creditors committee individually, the “Unsecured Creditors”) shall be a Permitted Access Party under this Section 5.2(d) until two (2) years after the Closing, subject to the terms, conditions and limitations hereof, including without limitation the reimbursement obligation hereunder and subject to the same limitations regarding confidential or competitively sensitive information as are set forth in Section 5.2(a) and, provided that the Unsecured Creditors execute a confidentiality agreement with Buyer and Sellers, in form and substance that is mutually acceptable to such parties.

Access. Upon reasonable prior notice (a) Subject to Sellercompliance with applicable Laws, Purchaser the Company shall afford to Offeror and to its agentsofficers, employees, accountants, consultants, lenders legal counsel, financial advisors and agents and other representatives shall have (collectively, “Representatives”) reasonable access during normal business hours, throughout the period prior to the Property earlier of the Offer Closing Date and all the date this Agreement is terminated pursuant to Article VI, to the Company’s and its Subsidiaries’ properties, Contracts, commitments, books and records for records, other than any such matters that relate to the Property that are in Seller’s possession or control for negotiation and execution of this Agreement. The foregoing notwithstanding, 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 Company shall not be required to afford such access if the Company believes in good faith that affording such access would unreasonably withheld) and Seller disrupt the operations of the Company or any of its Subsidiaries, would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party, would cause a risk of a loss of privilege or trade secret protection to the Company or any of its Subsidiaries or would constitute a violation of any applicable Law, nor shall Offeror or any of Offeror’s Representatives be permitted to perform any invasive procedure with respect to any property of the Company or any of its Subsidiaries. Without limiting the generality of the foregoing, subject to compliance with applicable Laws, Offeror shall have the right access to accompany Purchaser during all activities conducted internal management reports prepared at the Propertyrequest of or provided to the Company’s chief executive officer or chief financial officer. Invasive testing No investigation pursuant to this Section 5.02 or information provided, made available or delivered to Offeror pursuant to this Agreement shall include but not be limited to affect any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building representations, warranties, covenants, rights or Sellerremedies, or the conditions to the obligations of, the parties hereunder. (b) The Offeror hereby agrees that all non-public or otherwise confidential information regarding the Company or its Subsidiaries provided to it or any of Offeror’s business. If any inspection or test disturbs Representatives in connection with this Agreement and 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 consummation of the results transactions contemplated hereby shall be deemed to be Confidential Information, as such term is used in, and shall be treated in accordance with, the confidentiality agreement, dated as of all July 31, 2012, between the Company and Cerberus Capital Management, L.P. (the “Confidentiality Agreement”); provided that Offeror shall be permitted to disclose such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access information to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating Offeror Members subject to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (2) days prior notice to Seller. In the course of its investigations, Purchaser may make inquiries concerning the Real Property to third parties, including, without limitation, representatives, contractors, parties to Service Contracts and municipal, local and other government officials and representatives in accordance with the terms of this Agreement, and Seller consents to such inquiries. Purchaser hereby indemnifies, protects, defends (with counsel reasonably acceptable to Seller) and holds Seller and the Property free and harmless from and against any and all costs, losses, liabilities, damages, lawsuits, judgments, actions, proceedings, penalties, demands, attorneys’ fees, mechanic’s liens, or expenses of any kind or nature whatsoever (“Claims”), to 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, their entering into customary confidentiality undertakings with respect to such existing condition, and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement and the Closinginformation.

Access. Upon reasonable prior notice (a) Between the date of this Agreement and the Closing Date, Sellers shall afford Purchaser, its counsel, financial advisors, auditors, lenders, lenders' counsel and other authorized representatives (hereinafter collectively called "Purchaser's Designees") access for any purpose consistent with this Agreement, during normal business hours, to Sellerthe documents, Purchaser Restaurants, offices, properties, books, and its agentsrecords (including without limitation work papers of Sellers' accountants) of the MS Division and to the Sellers' directors, officers, employees, consultantsaccountants, lenders attorneys and representatives and shall have reasonable access furnish to Purchaser such additional financial and operating data and other information relating to the Property MS Division as the Sellers may possess and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and as any other inspections, studies, or tests Purchaser Designee may reasonably required by Purchaserrequest; provided, however, Purchaser may not conduct that (i) any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies by or inspections that may disturb the Property in a material respect or interfere with the use on behalf of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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, representativesthe entry by Purchaser or Purchaser's Designees onto the Real Property, contractors, parties or the other activities of Purchaser or Purchaser's Designees with respect to Service Contracts and municipal, local and other government officials and representatives the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in accordance any manner whatsoever or disturb or interfere with the terms rights of this Agreementany lessor of Real Property; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property to the condition existing prior to Purchaser's Activities; and Seller consents (iii) unless required by Law or any Forum Purchaser shall in no event without Avado's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to such inquiries. Purchaser hereby indemnifiesany party (including without limitation any Government), protects, defends (with counsel reasonably acceptable other than 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, demandsits lenders, attorneys’ fees, mechanic’s liensconsultants, investors or expenses of any kind or nature whatsoever (“Claims”), other Purchaser Designees. Avado will keep Purchaser informed as to the extent caused by affairs of the MS Division and arrange for meetings with personnel of the MS Division and any entry and/or activities third parties (including without limitation vendors and landlords, but excluding lenders other than any lender's lending part of the Purchase Price) from time to time upon the Property by Purchaser, Purchaser’s agents, contractors and/or subcontractors, 's request on reasonable notice; provided, however, that Purchaser's Designees shall be permitted to contact the secured creditors of any Seller with respect to obtaining payoff letters, lien releases, etc. Notwithstanding any provision of this Agreement to the contrary, Purchaser shall not indemnify Seller against have the right to undertake any Claims caused environmental studies or testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Avado and the lessor of the Real Property. All information provided to Purchaser hereunder shall remain subject to Purchaser's obligations regarding the confidentiality of such information as set forth in the confidentiality agreement between Avado and Castle Harlan, Inc. dated Xxxxxxxx 00, 2000; provided, that the parties agree that such confidentiality agreement will expire at Closing with respect to information regarding the MS Division but will survive in accordance with its terms with respect to information regarding Avado (except information related to the MS Division). Access shall be arranged in advance by Seller’s negligence Purchaser with Avado and will be scheduled in a manner and with a frequency calculated so as to not cause undue disruption of the business of the MS Division. Notwithstanding any right of Purchaser to fully investigate the affairs of the MS Division, and notwithstanding any knowledge of facts, determined or willful misconductdeterminable by Purchaser pursuant to such investigation or right of investigation, or Claims arising out Purchaser shall be entitled to rely fully on the representations, warranties, covenants and agreements of conditions that were present before Sellers contained in this Agreement. (b) Following the Closing Date, Purchaser entered shall afford Avado and its financial advisors, auditors and other authorized representatives (at Avado's sole cost and expense) access to all files, books and records related to the Property, except Business and all MS Personnel previously employed by Sellers to the extent that Purchaser’s activities (a) are unreasonable in necessary to close the context books and records of the information provided MS Division and to reasonably assist Sellers in defending litigation matters relating to the operation of the Business prior to Closing. Following the Closing Date, Sellers will upon the reasonable request of Purchaser from time to time, provide Purchaser (at Purchaser, or reasonably evident 's sole cost and expense) copies of tax returns and other records relating to Purchaser, with respect the Tax reporting of the Sellers related to such existing condition, and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination operation of this Agreement and the ClosingMS Division.

Access. Upon reasonable prior notice (i) During the period from the date of this Agreement to Sellerthe earlier of the Closing and the date that this Agreement is terminated in accordance with its terms, Purchaser the Company shall provide Buyer and its agentsauthorized representatives reasonable access, employeesduring normal business hours and upon reasonable notice, consultants, lenders and representatives shall have reasonable access to the Property and all personnel, properties, books and records for of the Property Company and its Subsidiaries that are in Seller’s the possession or under the 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 Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser Company and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access Subsidiaries to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials extent relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” transition of the Property before Company’s and its Subsidiaries’ business to 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 Evolent Entities and municipal, local otherwise cooperate 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”)assist, to the extent caused reasonably requested by any entry and/or activities upon Buyer with Buyer’s investigation of the Property by Purchaserproperties, 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 assets and financial condition of conditions the Company; provided that were present before Purchaser entered the Property, except to the extent that Purchaser’s activities (a) such access does not unreasonably interfere with the normal operations of the Company or its Subsidiaries, (b) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, (c) all requests for access shall be directed to the officers of the Company or such other Person as the Company may designate in writing from time to time (collectively, the “Designated Contacts”), and (d) nothing herein shall require the Company to provide access to, or to disclose any information to, Buyer if such access or disclosure (x) would cause significant competitive harm to the Company or any of its Subsidiaries if the transactions contemplated by this Agreement are unreasonable not consummated or (y) would be in violation of applicable Legal Requirements (including the HSR Act and other anti-competition laws). Other than the Designated Contacts or as expressly provided in the context preceding sentence, Buyer is not authorized to and shall not (and shall cause its employees, agents, representative and Affiliates not to) contact any officer, director, employee, franchisee, customer, supplier, distributor, lessee, lessor, lender or other material business relation of the information provided Company or any of its Subsidiaries prior to Purchaserthe Closing without the prior written consent of the Company, or reasonably evident except in the Ordinary Course of Business of Buyer and its Affiliates and without reference to Purchaserthe transactions contemplated hereby. Buyer shall, and shall cause its representatives to, abide by the terms of the Confidentiality Agreement with respect to such existing condition, access and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination of any information furnished to it or its representatives pursuant to this Agreement and the Closing.Section 6A.

Access. Upon reasonable prior notice Prior to Sellerthe Closing, Purchaser PRISM shall grant to Orkin or cause to be granted to Orkin and its agentsrepresentatives, employeesemployees (including information technology personnel), consultantscounsel and accountants reasonable access, lenders during normal business hours and representatives shall have upon reasonable access notice, (i) to the Property and all personnel, properties, systems, books and records (other than intercompany pricing and cost information between PRISM and its affiliates of any nature whatsoever) of PRISM relating exclusively to the Pest Business, for the Property that are sole purpose of an orderly transfer of the Assets and the Non-Retail Pest Business, (ii) to the employees exclusively employed in Seller’s possession or control the Pest Business for the sole purpose of facilitating hiring by Orkin and integrating employees into Orkin, (iii) to the books and records of PRISM (other than to intercompany pricing and cost information between PRISM and its affiliates of any nature whatsoever) for the sole purpose of providing Orkin with information demonstrated by Orkin as required to be included in a required filing under Form 8-K promulgated under the Securities Exchange Act of 1934, as amended, and (iv) subject to the consent of the relevant landlord or lessor, to the premises covered by the Leases and the Shared Lease for the sole purpose of conducting surveysa Phase I environmental investigation of such premises (it being agreed by the parties hereto that in the event that Orkin, appraisalsin the process of such investigations, architecturaldiscovers an Environmental Violation at any of such premises which materially and adversely affects such premises, engineering, structural, mechanical, geotechnical then Orkin must disclose to Prism the results of the Phase 1 investigation and environmental inspections and testsmay refuse to assume, and PRISM shall not assign and transfer, the Lease(s), and/or sublease the Shared Lease covering such premises; it being understood that PRISM shall not have any other inspectionsliability whatsoever to Orkin arising out of or relating to the failure to assign any such Lease or sublease the Shared Lease and that no representation, studieswarranty or covenant of PRISM contained herein shall be breached or deemed breached, and that there shall be no adjustment to the Purchase Price, as a result of the failure to assign or tests reasonably required by Purchasertransfer any such Lease or to sublease the Shared Lease); provided, however, Purchaser may that such access does not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use normal operations of the Building PRISM or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser Business; and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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, providedprovided further, however, Purchaser that all requests for access shall not indemnify Seller against any Claims caused by Seller’s negligence or willful misconductbe directed to Alec Granger, or Claims arising out of conditions that were present before Purchaser entered the Property, except such oxxxx xxxxxx xs PRISM shall designate from time 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 and the Closingtime.

Access. Upon reasonable prior notice From the date hereof to Sellerthe Closing, Seller shall, and shall cause the Selling Affiliates and the Transferred Entities and each of their respective Representatives to, give Purchaser and its agentsRepresentatives access, employeesduring normal business hours and upon reasonable advance notice, consultantsto personnel, lenders and representatives shall have reasonable access to the Property and all Representatives, properties, books and records for relating to the Property that are in Seller’s possession or control for Business (other than the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical Excluded Assets and environmental inspections the Excluded Liabilities) and testsSeller shall, and any shall cause the Selling Affiliates and the Transferred Entities and each of their respective Representatives to, furnish to Purchaser or its Representatives such financial and operating data and other inspectionsinformation, studiesas well as all information relating to commitments, contracts, titles and financial position, or tests otherwise pertaining to the Business, including inspection of properties, as such persons may reasonably required by Purchaserrequest; provided, however, that such access (a) does not unreasonably disrupt the normal operations of Seller, the Selling Affiliates, the Transferred Entities or the Business; (b) would not be reasonably expected to violate any attorney-client privilege of Seller, the Selling Affiliates or the Transferred Entities or violate any applicable Law and (c) would not reasonably be expected to breach any duty of confidentiality owed to any person. whether the duty arises contractually, statutorily or otherwise; provided that Seller shall, and shall cause the Selling Affiliates and the Transferred Entities to, use commercially reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions on access set forth in clause (b) and this clause (c) apply. Such rights of access explicitly exclude any Phase II environmental investigations or any other intrusive or invasive sampling, including subsurface testing of soil, surfacewater or groundwater at any Owned Property or Leased Property. Any evaluation or investigation by Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent or its Representatives shall not be unreasonably withheld) affect the representations and warranties or covenants made by Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access any Other Transaction Documents or in any certificate delivered pursuant to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 or the remedies of Purchaser for breaches of those representations and the Closingwarranties or covenants.

Access. Upon After the Closing Date, the Purchaser shall permit the Seller and the Shareholder reasonable access during normal business hours, upon not less than five (5) calendar days' prior notice written notice, to any records and files of the Seller transferred pursuant to this Agreement, relating to a period prior to the Closing Date, and to any employees of the Purchaser formerly employed by the Seller, Purchaser as are necessary in connection with the preparation of the Seller's or the Shareholder's tax returns and its agentsthe prosecution or defense of any tax audits or third party claims, employees, consultants, lenders and representatives shall have reasonable access suits or actions by or against the Seller or the Shareholder relating to the Property and all Business. The Purchaser shall use reasonable commercial efforts to retain such books and records for a period of not less than three (3) years after the Property that are Closing Date in Seller’s possession or control for order to afford the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and testsSeller such access, 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 the Seller shall have the right at any reasonable time to accompany Purchaser during all activities conducted make copies thereof, at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb Seller's and the Property in a material respect or interfere with the use of the Building or Seller’s businessShareholder's sole cost. If Purchaser wishes to destroy any inspection such books or test disturbs records at any time within the Property in a material respectten (10) year period following the Closing Date, Purchaser will restore shall give the Property Seller and the Shareholders not less than fifteen (15) calendar days' prior written notice thereof, whereupon the Seller or the Shareholder may elect to its condition before any take possession of such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records records. Provided that the Purchaser uses such commercially reasonable efforts to retain such books and other materials relating to records, the Property in Seller’s possession or control. Seller and the Shareholder acknowledge and agree that Purchaser shall have no liability or Loss with respect to the right to conduct a “walk-through” loss or destruction 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 any such books and municipal, local and other government officials and representatives in accordance with the terms of this Agreementrecords, and Seller consents to such inquiries. Purchaser hereby indemnifies, protects, defends (with counsel reasonably acceptable to Seller) and holds the Seller and the Property free and harmless from and against any and Shareholder hereby expressly waive 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, claims with respect to such existing condition, and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement and the Closingthereto.

Access. Upon reasonable prior notice (a) Subject to Sellercompliance with applicable Laws, Purchaser the Company shall (i) provide to Parent and to its agentsofficers, employees, consultants, lenders and representatives shall have reasonable access to the Property and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Purchaser; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employeesaccountants, consultants, lenders legal counsel, financial advisors and agents and other representatives shall have a continuing right of (collectively, “Parent Representatives”) reasonable access during normal business hours, throughout the period prior to the Property and any office where the records earlier of the Property are keptEffective Time and the Termination Date, with at least two (2) days prior noticeto the Company’s and its Subsidiaries’ properties, for the purpose of examining and making copiescontracts, at Purchaser’s sole expensecommitments, of all books and records and (ii) furnish to Parent and its Parent Representatives such financial and operating data and other materials relating 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 to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. The foregoing notwithstanding, the Company shall not be required to afford such access if it would unreasonably disrupt the operations of the Company or any of its Subsidiaries, would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party, would cause a risk of a loss of privilege or trade secret protection to the Property in Seller’s possession Company or control. Purchaser any of its Subsidiaries or would constitute a violation of any applicable Law, nor shall have the right Parent or any of its Parent Representatives be permitted to conduct a “walk-through” perform any onsite procedure with respect to any property of the Property before the Closing upon at least two (2) days prior notice to Seller. In the course Company or any 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 Subsidiaries. (b) Parent hereby indemnifies, protects, defends (with counsel reasonably acceptable to Seller) and holds Seller and the Property free and harmless from and against any and agrees that 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, it or reasonably evident to Purchaser, its Parent Representatives in connection with respect to such existing condition, and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement and the Closingconsummation of the transactions contemplated hereby shall be deemed to be Evaluation Material, as such term is used in, and shall be treated in accordance with, the confidentiality agreement, dated as of October 11, 2006, between the Company and Parent (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; provided further, however, that any prospective co-investors or limited partners of the members of Parent to whom Parent provides Evaluation Material shall, prior to receiving such Evaluation Material, agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements in identical or substantially identical form with the Company.

Access. (a) Upon reasonable prior notice to Sellerexecution of this Agreement until the Closing Date, Purchaser Sellers will give Purchaser, its Affiliates and its agentseach of their respective officers, employees, consultantsagents, lenders accountants, attorneys, investment bankers, environmental consultants and other authorized representatives shall have (“Purchaser’s Representatives”) reasonable access to Assets and the Property and all books and records for the Property that are Records in each Seller’s possession or control during Sellers’ normal business hours, for the purpose of conducting surveysa confirmatory review of the Assets, appraisalsbut only to the extent that each Seller may grant such access without (i) violating applicable Laws, architectural(ii) waiving any legal privilege of any Seller, engineeringany of its Affiliates or its counselors, structuralattorneys, mechanicalaccountants or consultants, geotechnical or (iii) violating any obligations to any Third Party. Such access shall be granted to Purchaser (A) in the Houston, Texas offices of Sellers and environmental inspections (B) the premises of the Oil and testsGas Properties to the extent such Assets are operated by any Seller. All investigations and due diligence conducted by Purchaser or any Purchaser’s Representative shall be conducted at Purchaser’s sole cost, risk and expense and any other inspections, studies, conclusions made from any examination done by Purchaser or tests reasonably required any Purchaser’s Representative shall result from Purchaser’s own independent review and judgment. Sellers and Purchaser shall use reasonable efforts (at no cost or liability to Seller) to obtain permission for Purchaser to gain access to Third Party operated Oil and Gas Properties to inspect the condition of the same. Any access to the Records or the Oil and Gas Properties operated by Purchaser; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent Seller shall not be unreasonably withheld) and limited to Sellers’ normal business hours. Seller or its designee shall have the right to accompany Purchaser during all activities and Purchaser’s Representatives whenever they are on site on the Assets and also to collect split test samples if any are collected. Purchaser’s investigation and review shall be conducted at in a manner that minimizes interference with the Propertyownership or operation of the Assets or the business of Sellers or co-owners thereof. (b) Notwithstanding anything herein to the contrary, Purchaser shall not have access to, and shall not be permitted to conduct, any environmental due diligence (including any Phase I environmental property assessments) with respect to any Assets where Seller does not have the authority to grant access for such due diligence. Invasive testing Purchaser’s inspection right with respect to the environmental condition of the Assets shall include but not be limited to any testing, studies or inspections that may disturb the Property in conducting (i) a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 Phase I Environmental Site Assessment in accordance with the terms American Society for Testing and Materials (A.S.T.M.) Standard Practice Environmental Site Assessments: Phase I Environmental Site Assessment Process (Publication Designation: E1527-05) (“Phase I”) and (ii) Invasive Activities (but only to the extent that (A) Purchaser delivers on or prior to the Pre-Closing Claim Date or Post-Closing Claim Date, as applicable, a valid Defect Notice with respect to an Environmental Defect that includes a Phase I from an independent environmental consulting or engineering firm that identifies and describes a Recognized Environmental Condition, (B) such Phase I recommends such Invasive Activities be conducted to more accurately determine the extent and Defect Amount of this Agreementsuch Environmental Defect and (C) such Invasive Activities are conducted within the specific boundaries (as indicated in the applicable Phase I) of the lands (or portions thereof) burdened by such Recognized Environmental Condition). Notwithstanding anything herein to the contrary, Purchaser may conduct such additional permitted Invasive Activities to the extent required to accurately determine the extent of any Recognized Environmental Condition or Defect Amount thereof identified while conducting any permitted Invasive Activity. Before conducting any Invasive Activities on or with respect to any of the Assets, Purchaser shall furnish Seller with a written description of the proposed scope of the Invasive Activities to be conducted, including a description of the activities to be conducted, and a description of the approximate location and expected timing of such activities. If any of the proposed Invasive Activities may unreasonably interfere with normal operation of the Assets, Seller consents may request an appropriate modification of the proposed Invasive Activity. Any Invasive Activities shall be conducted by a reputable environmental consulting or engineering firm, approved in advance by Seller (such approval not to be unreasonably withheld or delayed) and, once approved, such inquiriesenvironmental consulting or engineering firm shall be deemed to be a Purchaser’s Representative. Purchaser hereby indemnifiesshall furnish to Sellers, protectsfree of costs, defends a copy of any written report and test results prepared by or for Purchaser related to any such Phase I or Invasive Activities on or relating to any of the Assets as soon as reasonably possible after such report is prepared. Purchaser shall obtain all permits, consents and access rights necessary to conduct any approved invasive activities from any applicable Governmental Authorities or other Persons (including surface owners); provided that, upon request, Seller shall provide Purchaser with counsel reasonably acceptable assistance (at no cost or liability to Seller) as reasonably requested by Purchaser that may be necessary to secure such permits. Seller shall have the right, at its option, to split with Purchaser any samples collected pursuant to approved invasive activities. If the Closing does not occur, Purchaser (1) shall promptly return to Sellers or destroy all copies of the Records, reports, summaries, evaluations, due diligence memos and holds Seller derivative materials related thereto in the possession or control of Purchaser or any of Purchaser’s Representatives and (2) shall keep and shall cause each Purchaser Representative to keep, any and all information obtained by or on behalf of Purchaser confidential, except, in each case, as otherwise required by Law. (c) Purchaser agrees to indemnify, defend and hold harmless Seller, any Affiliate of any Sellers, the Property free other owners of interests in the Oil and harmless Gas Properties, and all such Persons’ stockholders, members, officers, directors, employees, agents, lenders, advisors, representatives, accountants, attorneys and consultants from and against any and all costsclaims, damages, liabilities, losses, liabilities, damages, lawsuits, judgments, actions, proceedings, penalties, demands, costs and expenses (including court costs and reasonable attorneys’ fees), mechanic’s liensincluding claims, liabilities, losses, costs and expenses attributable to, arising out of or relating to access to the Records, any offices of any Seller, or expenses the Assets or the conduct of any kind Phase I or nature whatsoever Invasive Activities conducted prior to the Closing by Purchaser or any Purchaser Representatives, EVEN IF SUCH CLAIMS, DAMAGES, LIABILITIES, LOSSES, COSTS AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (“Claims”WHETHER SOLE, JOINT OR CONCURRENT), to the extent caused by any entry and/or activities upon the Property by Purchaser, STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY SELLER INDEMNIFIED PERSON (BUT EXCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF ANY SELLER INDEMNIFIED PERSON). (d) Upon completion of Purchaser’s agents, contractors and/or subcontractors, provided, howeverdue diligence, Purchaser shall not indemnify at its sole cost and expense and without any cost or expense to Seller against or its Affiliates, (i) repair all damage done to the Assets in connection with Purchaser’s due diligence, (ii) restore the Assets to the approximate same or better condition than they were prior to commencement of Purchaser’s due diligence and (iii) remove all equipment, tools or other property brought onto the Assets in connection with Purchaser’s due diligence. Any disturbance to the Assets (including the leasehold associated therewith) resulting from Purchaser’s due diligence will be promptly corrected by Purchaser. (e) During all periods that Purchaser and/or any Claims caused of Purchaser’s Representatives are on the Assets, Purchaser shall maintain, at its sole expense and with insurers reasonably satisfactory to Seller, policies of insurance of the types and in the amounts reasonably requested by Seller. Coverage under all insurance required to be carried by Purchaser hereunder will (i) be primary insurance, (ii) list Seller Indemnified Parties as additional insureds, (iii) waive subrogation against Seller Indemnified Parties and (iv) provide for five (5) days prior notice to Seller in the event of cancellation or modification of the policy or reduction in coverage. Upon request by Seller, Purchaser shall provide evidence of such insurance to Seller prior to entering the Assets. (f) Purchaser acknowledges that, pursuant to its right of access to the Records and the Assets, Purchaser will become privy to confidential, proprietary and other information of Seller whether disclosed orally, visually, in writing or in other tangible form, and includes all nonpublic or proprietary information of any nature (including prices, trade secrets, technological know-how, data and all other nonpublic or proprietary concepts, methods of doing business, ideas, materials or information), and all information derived from any nonpublic or proprietary information (collectively, the “Confidential Information”). Purchaser hereby agrees to keep and to cause Purchaser’s negligence Representatives to keep such Confidential Information confidential and not to use such Confidential Information for any purpose except as may be authorized in writing by Seller or willful misconductcontemplated by this Agreement or to permit the duplication of such Confidential Information. The confidentiality obligation set forth in this Section 6.1(f) shall not apply to Confidential Information (i) that becomes, through no violation of the provisions of this Section 6.1(f) by Purchaser or Purchaser’s Representatives, part of the public domain by publication or otherwise, (ii) which is obtained by Purchaser or Purchaser’s Representatives from a source that is not known to it to be prohibited from disclosing such Confidential Information to Purchaser or Purchaser’s Representatives by an obligation of confidentiality to Seller, or Claims arising out of conditions that were present before (iii) which is developed independently by Purchaser entered the Property, except to the extent that or Purchaser’s activities (a) are unreasonable in the context Representatives without use of the information provided to Purchaser, Confidential Information or reasonably evident to Purchaser, with respect to such existing condition, and (b) exacerbate disclosures of Confidential Information (i) in the course of any trial or other legal proceeding involving Purchaser or Purchaser’s Representatives, or (ii) as required by any applicable securities Law or other Law (including any subpoena, interrogatory, or other similar requirement for such existing conditionsinformation to be disclosed) or the rules of any applicable national stock exchange. The In any such circumstance outlined in clause (b) above, Purchaser will promptly give Seller at least fifteen (15) days written notice of such required disclosure and thereafter disclose only that portion of the Confidential Information as Purchaser is advised in a written opinion by counsel that it is reasonably required to disclose and will exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such Confidential Information. If the Closing should occur, the foregoing indemnity obligations confidentiality restriction on Purchaser shall survive terminate (except as to (i) such portion of the termination Assets that are not conveyed to Purchaser pursuant to the provisions of this Agreement Agreement, (ii) the Excluded Assets and (iii) information related to assets other than the ClosingAssets).

Access. Upon reasonable prior notice (a) Subject to SellerSection 5.2, Purchaser the Mutual Non-Disclosure and Standstill Agreement dated February 11, 2003, between Buyer and LM Corporation (the "Confidentiality Agreement"), applicable Laws and doctrines of attorney-client privilege, Seller shall, and shall cause its Affiliates to, authorize and permit Buyer and its agents, employees, consultants, lenders representatives (which term shall be deemed to include its independent accountants and representatives shall counsel) to have reasonable access during normal business hours, upon reasonable notice (to be given to the Property Person identified in the last sentence of this Section 4.1(a)) and in such manner as will not unreasonably interfere with the conduct of the Business or the GM Contract Assets, to (i) their respective properties, books, records, operating instructions and procedures and all books other information with respect to the Business and records the GM Contract Assets as Buyer may from time to time reasonably request and (ii) their officers and employees, in each case to the extent necessary or appropriate for the Property that are in Seller’s possession purposes of obtaining any necessary Approvals of or control Permits for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical transactions contemplated by this Agreement and environmental inspections familiarizing Buyer with developments relating to the Business and tests, and any other inspections, studies, or tests reasonably required by Purchaserthe GM Contract Assets; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent that nothing in this Section 4.1 shall not be unreasonably withheld) and obligate Seller shall have the right or its Affiliates to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere provide Buyer with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results information of all such inspections, studies a more confidential or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 proprietary 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 than the information provided to Purchaser, or reasonably evident Buyer during its due diligence investigation prior to Purchaser, with respect to the date of this Agreement. All such existing condition, and activities described in this Section 4.1(a) shall be coordinated in advance through Xxxxxxx X. Xxxxxx on behalf of Seller. (b) exacerbate such existing conditions. The foregoing indemnity obligations Notwithstanding anything in this Agreement to the contrary, in no event shall survive Buyer's knowledge, either prior to the termination execution of this Agreement and or prior to the Closing, that any representation or warranty of Seller contained in this Agreement, or made pursuant to any certificate or Related Agreement delivered pursuant hereto, was not true and correct as of the date hereof or thereof, as applicable, in any way limit (a) the right of Buyer to assert such breach of a representation and warranty as a basis not to consummate the transactions contemplated by this Agreement or (b) the right of Buyer or any other Indemnified Party to assert such breach of a representation and warranty as a basis for an indemnification claim under Section 9.1(a).

Access. Upon reasonable prior notice to Seller, Purchaser (a) The Company shall afford Parent and its agentsemployees, employeesaccountants, consultants, lenders legal counsel, financial advisors, financing sources and agents and other representatives shall have reasonable access upon reasonable advance notice during the period until the Effective Time, to its and its Subsidiaries’ personnel, contracts, commitments, books and records, properties (excluding the Company’s or any third party’s material Trade Secrets) and any report, schedule or other document filed or received by it pursuant to the Property requirements of applicable Laws and, during such period, the Company shall, and shall cause its Subsidiaries to, without limitation to the preceding obligations, make available to the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws (other than reports or documents that such party is not permitted to disclose under applicable Law), (ii) a copy of all books correspondence between such party or any of its Subsidiaries and records any party to a Contract with regard to any action, consent, approval or waiver that is required to be taken or obtained with respect to such Contract in connection with the consummation of the Merger or the other transactions contemplated by this Agreement and (iii) all other information concerning its business, properties and personnel as Parent may reasonably request. All access pursuant to this Section 5.2(a) shall be conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries. (b) To the extent reasonably necessary for the Property that are Company to confirm the accuracy of the representations of Parent and Merger Sub set forth in Seller’s possession Article IV and the satisfaction of the conditions precedent set forth in Section 6.2(a), Section 6.2(b) or control for Section 6.2(c), each of Parent and Merger Sub shall provide the purpose Company with reasonably accessible information upon reasonable advance notice by the Company, throughout the period until the Effective Time. All access pursuant to this Section 5.2(b) shall be conducted in such a manner as not to interfere unreasonably with the normal operations of conducting surveysParent or any of its Subsidiaries. (c) Notwithstanding anything to the contrary contained in this Section 5.2, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and no party to this Agreement nor any other inspections, studiesof its Subsidiaries shall be required to provide any access, or tests reasonably required make available any document, correspondence or information, if doing so would, in such party’s and its outside legal counsel reasonable judgment, (i) jeopardize the attorney-client privilege of such party or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to such party or any of its Subsidiaries or the assets, or operation of the business, of such party or any of its Subsidiaries or (B) Contract to which such party or any of its Subsidiaries is party or by Purchaserwhich any of the their assets or properties are bound; provided, however, Purchaser may that in such instances such party shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not conduct result in any invasive testing without Seller’s prior written consent of the outcomes described in the foregoing clauses (which consent shall not be unreasonably withheldi) and Seller (ii). (d) No investigation by Parent or its representatives following the date hereof shall have affect or be deemed to modify or waive the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use representations and warranties of the Building or Seller’s business. If any inspection or test disturbs the Property Company set forth in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and no investigation by the Company or its agentsrepresentatives following the date hereof shall affect or be deemed to modify or waive the representations and warranties of Parent or Merger Sub set forth in this Agreement. (e) The parties hereto hereby agree that all information provided to them or their respective officers, employeesdirectors, consultantsmanagers, lenders employees or representatives in connection with this Agreement and representatives shall have a continuing right of reasonable access to the Property and any office where the records consummation of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser transactions contemplated hereby 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 be governed in accordance with the terms confidentiality agreement, dated as of this August 18, 2014, between the Company and Parent (the “Confidentiality 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 which 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 continue in the context of the information provided to Purchaser, or reasonably evident to Purchaser, full force and effect in accordance with respect to such existing condition, and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement and the Closingits terms.

Access. Upon reasonable After the date hereof and prior notice to Sellerthe Closing, Seller and the Company agree that the Company and the Company Subsidiaries shall permit, and the Company and the Company Subsidiaries shall exercise the voting, governance and contractual powers available to any of them to cause (subject to any contractual, fiduciary or similar obligation of the Company or any Company Subsidiary), the Company and each Company Subsidiary to permit, Purchaser and its agentsemployees, counsel, accountants and other representatives to have reasonable access, upon reasonable advance notice, during regular business hours, to the assets, employees, consultantsproperties, lenders books and representatives shall have reasonable access records, businesses and operations relating to the Property Company and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, or tests Company Subsidiaries as Purchaser may reasonably required by Purchaserrequest; provided, however, that in no event shall Seller, the Company or any Company Subsidiary be obligated to provide any access or information (i) if Seller or the Company determines, in good faith after consultation with counsel, that providing such access or information may violate applicable Law, cause Seller, the Company or any Company Subsidiary to breach a confidentiality obligation to which it is bound, or jeopardize any recognized privilege available to Seller, the Company or any Company Subsidiary; or (ii) to the extent set forth on Schedule 5.3. Purchaser may not agrees to indemnify and hold Seller, the Company and the Company 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 Seller, the Company or the Company Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of the employees, counsel, accountants, advisors and other representatives of Purchaser during any visit to the business or property sites of the Company or the Company Subsidiaries prior to the Closing Date, whether pursuant to this Section 5.3 or otherwise. During any visit to the business or property sites of the Company or the Company Subsidiaries, Purchaser shall, and shall cause its employees, counsel, accountants, advisors and other representatives accessing such properties to, comply with all applicable Laws and all of the Company’s and the Company Subsidiaries’ safety and security procedures and conduct any invasive testing without Seller’s prior written consent (which consent shall itself in a manner that could not be unreasonably withheld) and Seller shall have the right reasonably expected to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use operation, maintenance or repair 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 assets of the results Company or such Company Subsidiary. Neither Purchaser nor any of all such inspectionsits representatives shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior to the Closing Date. Each Party shall, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and shall cause its agents, employees, consultants, lenders Affiliates and representatives shall have a continuing right of reasonable access to, hold in strict confidence all documents and information furnished to it by another Party in connection with the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 transactions contemplated by this Agreement in accordance with the terms of this Confidentiality 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 and the Closing.

Access. Upon reasonable prior notice to SellerFrom the date hereof until the Closing, Sellers shall (i) afford Purchaser and its agents, employees, consultants, lenders and representatives shall have reasonable access to and the Property right to inspect all of the Acquired Assets, Books and all books Records, Contracts and records for other documents and data related to the Property that are Business; (ii) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Business as Purchaser or any of its representatives may reasonably request; and (iii) instruct the representatives of Sellers to cooperate with Purchaser in Seller’s possession or control for its investigation of 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 PurchaserBusiness; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Sellers, under the supervision of Sellers’ personnel and in such a manner as not to interfere with the conduct of the Business or any other businesses of Sellers. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the President of USI or such other individuals as Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, Sellers shall not conduct be required to disclose any invasive testing information to Purchaser if such disclosure would, in Sellers’ sole discretion: (iv) cause significant competitive harm to Sellers and their businesses, including the Business, if the transactions contemplated by this Agreement are not consummated; (v) jeopardize any attorney-client or other privilege; or (vi) contravene any Applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, without Seller’s the prior written consent (which consent shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and which may be withheld for any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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, howeverreason, Purchaser shall not indemnify Seller against contact any Claims caused by Seller’s negligence or willful misconductsuppliers to, or Claims arising out of conditions that were present before customers of, the Business. Purchaser entered shall, and shall cause its representatives to, abide by the Property, except to the extent that Purchaser’s activities (a) are unreasonable in the context terms of the information provided to Purchaser, or reasonably evident to Purchaser, Confidentiality Agreement with respect to such existing condition, and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination of any access or information provided pursuant to this Agreement and the ClosingSection 6.1(c).

Access. Upon reasonable prior notice (a) After the date of this Agreement until the earlier of the Closing or the termination of this Agreement, Seller shall afford to Seller, Purchaser and its agentsrepresentatives, employeesupon reasonable notice, consultants, lenders and representatives shall have reasonable access to the Property books, records, properties and all books employees of the Transferred Entities during normal business hours consistent with applicable Law and records for in accordance with the Property procedures established by Seller to the extent 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 such access may be reasonably required requested by Purchaser; provided, however, that nothing in this Agreement shall limit Purchaser’s rights of discovery. Any information provided to Purchaser may not conduct any invasive testing without Seller’s or its representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall, prior written consent (which consent shall not to the Closing, be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required held by Purchaser. During the pendency of this Agreement, Purchaser and its agentsrepresentatives in accordance with, employeesshall be considered “Evaluation Material” under, consultants, lenders and representatives shall have a continuing right of reasonable access be subject to the Property terms of, the Confidentiality Agreement. Effective upon, and any office where only upon, the records Closing, the confidentiality obligations under the Confidentiality Agreement with respect to confidential information of the Property are keptBusiness and the Transferred Entities shall terminate (it being understood that each of (1) the standstill obligations, with at least two (2) days prior notice, for the purpose of examining non-solicit and making copies, at Purchaser’s sole expense, of all books no-hire obligations (solely to the extent that they are not related to the Business) and records and other materials (3) confidentiality obligations with respect to information relating to Seller and its Subsidiaries (other than the Property Transferred Entities) shall stay 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 effect in accordance with the terms of this the Confidentiality Agreement). (b) At and after the Closing Date, Purchaser shall, and Seller consents to such inquiries. Purchaser hereby indemnifiesshall cause its Subsidiaries to, protects, defends (with counsel reasonably acceptable to Seller) and holds afford Seller and its representatives, during normal business hours, upon reasonable notice, access to the Property free books, records 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 employees of any kind or nature whatsoever (“Claims”), each Transferred Entity to the extent caused that such access may be reasonably requested by Seller, including in connection with financial statements and SEC reporting obligations or to determine any entry and/or activities upon the Property by Purchaser, Purchaser’s agents, contractors and/or subcontractors, matter relating to its rights and obligations hereunder; provided, however, Purchaser that nothing in this Agreement shall not indemnify Seller against limit any Claims caused by of Seller’s negligence rights of discovery. Seller agrees that it will hold, and will use reasonable best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless and only to the extent legally required to disclose (and in any such case, the Seller shall, prior to disclosing such information, give prompt notice to Purchaser in order that it may seek a protective order or willful misconductother appropriate remedy and reasonably cooperate, at Purchaser’s expense, with Purchaser in seeking to obtain such order or Claims arising out remedy), all confidential documents and information concerning any Transferred Entity or the Business provided to it pursuant to this Section 5.1 or otherwise in any of conditions that were present before Purchaser entered the Propertytheir possession, except to the extent that Purchaser’s activities such information (ai) are unreasonable is or becomes generally available to the public other than as a result of disclosure by Seller or its Affiliates in the context violation of the confidentiality obligations set forth in this Section 5.1(b) (ii) becomes available to Seller or its Affiliates on a nonconfidential basis from sources other than Purchaser or any Transferred Entity or (iii) is independently developed by Seller or any of its Affiliates or on its behalf without use of any of the confidential information provided and without violating any of Seller’s obligations under this Section 5.1(b). (c) To the extent the destruction by Purchaser of specific books and records applicable to Purchaserthe operations or business of the Transferred Entities prior to the Closing Date would otherwise reasonably be expected to place Seller in breach of its obligations under applicable Law or contract, Purchaser will use reasonable efforts to preserve such books and records. Seller will use reasonable efforts to keep Purchaser informed of those books and records that are so required to be preserved. (d) For a period of five years from the Closing Date or reasonably evident such longer period of time as may be required by applicable Law, Purchaser agrees to Purchaser, retain and not destroy or dispose of personnel files and records to the extent that they relate to a Person’s employment with respect the Business or the Transferred Entities prior to such existing condition, and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement and the Closing.

Access. Upon reasonable prior notice to Seller, Seller will give Purchaser and its agents, employees, consultants, lenders and representatives shall have reasonable access to the Property Assets and all books access to and records for the Property that are right to copy, at Purchaser's expense, the Records in Seller’s possession or control 's and its Affiliates' possession, 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 Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use an investigation of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respectAssets, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 but only to the extent that Seller may do so without violating any obligations to any third Person and 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 normal business hours, and Purchaser’s activities 's investigation shall be conducted in a manner that minimizes interference with the operation of the Assets. Unless and until the Closing occurs, Purchaser shall keep all information obtained by Purchaser and its representatives from Seller and its representatives with respect to the Company or the Assets, except information that was already in Purchaser's possession (and not subject to any confidentiality restrictions in favor of Seller), confidential and not disclose the same except that Purchaser may disclose such information: (a) are unreasonable in the context of the information provided to Purchaser, or reasonably evident to Purchaser, with respect to such existing condition, and its Affiliates; (b) exacerbate to employees, officers and directors of Purchaser and its Affiliates; (c) to professional consultants, agents or advisors retained by Purchaser for purposes of evaluating such existing conditionsinformation; (d) to Governmental Authorities and third Persons holding preferential rights to purchase or similar rights or rights of consent that may be applicable to the transactions contemplated by this Agreement, as reasonably necessary to obtain waivers of such rights, or such consents; (e) to the extent disclosure is required by applicable Law or the applicable rules of any stock exchange having jurisdiction over Purchaser or its Affiliates; and (f) which is acquired independently from a third Person who is not under any obligation of confidentiality to Seller or its Affiliates. The foregoing indemnity obligations Purchaser shall survive require any Person to whom information is disclosed under Section 5.1(c) to agree in writing to keep such information confidential for the termination benefit of this Agreement Seller. Purchaser shall be responsible for insuring that all Persons to whom it discloses such information under Sections 5.1(a), (b) or (c) keep such information confidential and the Closingshall be liable for any breach of that confidentiality obligation by any such disclosee.

Access. Upon (a) Prior to Closing, the Company shall, upon reasonable prior advance notice to Sellerand during normal business hours, Purchaser (i) make available for inspection by Buyer and its agentsRepresentatives all of the Company's properties, employeesassets, consultantsbooks of accounts, lenders records (including the work papers of the Company's independent accountants) and representatives shall have reasonable access to the Property and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, Contracts and any other inspectionsmaterials requested by any of them relating to the Company and its existing and prospective businesses and assets and liabilities as Buyer may reasonably request, studies(ii) make available to Buyer and its Representatives the officers, other senior management and Representatives of the Company for interviews, as Buyer and its Representatives may reasonably request, to verify and discuss the information furnished to Buyer and its Representatives and otherwise discuss the Company's existing and prospective businesses and assets and liabilities, (iii) help gain reasonable access for Buyer, at such times as Buyer and its Representatives may request, to the Company's employees, clients, customers, Affiliates or tests reasonably required by Purchaser; other Persons having a material business relationship with the Company, provided, however, Purchaser may that Buyer shall not conduct contact any invasive testing clients or customers without Seller’s the prior written consent (of the Company, which consent shall not be unreasonably withheldwithheld and (iv) reasonably assist Buyer and Seller its Representatives in becoming familiar with the Company's existing and prospective businesses and assets and liabilities as Buyer and its Representatives may reasonably request. Any and all such investigations shall have the right to accompany Purchaser during all activities be conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or manner that does not unreasonably interfere with the use conduct 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 business of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser Company and its agents, employees, consultants, lenders and representatives shall have that would not reasonably be expected to cause a continuing right of reasonable access Material Adverse Change to the Property and any office where Company in the records of event the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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”)Merger is not consummated and, to the extent caused by arising prior to the Closing, shall in each case be subject to the terms of the Confidentiality Agreement between the Parties and to any entry and/or activities upon confidentiality agreements or business agreements containing any non-use or non-disclosure provisions that exist between the Property by PurchaserCompany and any of its clients or customers. (b) From and after Closing, 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 but only to the extent that Purchaser’s activities (a) are unreasonable reasonably necessary to assist the Stockholder Representative in the context of the information provided to Purchaser, or reasonably evident to Purchaser, making a determination with respect to such existing conditionMilestone Revenue under Section 1.9 and the adjustments to the Effective Time Consideration pursuant to Section 1.13, Buyer and Surviving Corporation shall, upon reasonable advance notice and during normal business hours, (i) allow the Stockholder Representative to have access to Surviving Corporation personnel (including the Surviving Corporation President); and (bii) exacerbate make available for inspection by the Stockholder Representative all of the Company's and Surviving Corporation's properties, assets, books of accounts, records (including the work papers of the Company's independent accountants) and Contracts and any other materials requested by him or her relating to the Company and its existing and prospective businesses and assets and liabilities as the Stockholder Representative may reasonably request. Any and all such existing conditions. The foregoing indemnity obligations investigations shall survive be conducted in a manner that does not unreasonably interfere with the termination conduct of this Agreement the business of the Company and that would not reasonably be expected to cause a Material Adverse Change to the ClosingCompany in the event the Merger is not consummated.

Access. Upon reasonable prior notice to Seller(a) Between the Execution Date and the Closing Date, Seller shall, and shall cause its Affiliates to, give Purchaser and its agents, employees, consultants, lenders and representatives shall have reasonable access to and the Property right to copy, at Purchaser’s sole cost, risk and all books expense, the items set forth in Sections 4.22 and records for the Property that are in Seller’s possession 6.11(p) (or control originals thereof), for the purpose of conducting surveysa reasonable due diligence and integration planning review of the Acquired Company the Acquired Subsidiaries. (b) Between the Execution Date and the Closing Date, appraisalsPurchaser shall, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and testsupon written request to Seller (which may be by e-mail to a representative designated by Seller), and any other inspectionsSeller providing its consent, 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 Property. Invasive testing shall include but not , conditioned or delayed, be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of granted reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, Assets for the purpose of examining conducting a reasonable due diligence and making copiesintegration planning review of the Assets, at but only to the extent that Seller and the Acquired Company may do so without violating any obligations to any Third Party or under the HSR Act, and to the extent that Seller and the Acquired Company has the authority to grant such access without breaching any restrictions binding on it. Purchaser shall, to the extent it is granted access to the Assets, abide by Seller’s and the Acquired Company’s safety rules, regulations, and operating policies while conducting its due diligence and integration planning evaluation of the Assets. Any conclusions made from any examination done by Purchaser shall result from Purchaser’s sole expense, of all books own independent review and records and other materials relating judgment. (c) The access granted to Purchaser under this Section 6.1 shall be limited to the Property Acquired Company’s normal business hours, and Purchaser’s investigation shall be conducted in Seller’s possession or controla manner that minimizes interference with the operation of the Acquired Company, the Acquired Subsidiaries and the Assets. Purchaser shall have coordinate its access rights with the right Acquired Company to conduct a “walk-through” reasonably minimize any inconvenience to or interruption of the Property before conduct of the Closing upon at least two Business. (2d) days prior notice Purchaser acknowledges that, pursuant to Seller. In the course its right of its investigationsaccess, Purchaser may make inquiries concerning the Real Property will become privy to third parties, including, without limitation, representatives, contractors, parties to Service Contracts and municipal, local confidential and other government officials information of Seller, the Acquired Company and representatives the Acquired Subsidiaries and that such confidential information (which includes Purchaser’s conclusions with respect to its evaluations) shall be held confidential by Purchaser in accordance with the terms of 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 Confidentiality Agreement and any applicable privacy Laws regarding personal information. (e) In connection with the Closingrights of access, examination and inspection granted to Purchaser under this Section 6.1, (i) PURCHASER WAIVES AND RELEASES ALL CLAIMS AGAINST THE ACQUIRED COMPANY AND THE SELLER GROUP ARISING IN ANY WAY THEREFROM OR IN ANY WAY CONNECTED THEREWITH AND (ii) PURCHASER HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE ACQUIRED COMPANY AND THE SELLER GROUP FROM AND AGAINST ANY AND ALL DAMAGES ATTRIBUTABLE TO PERSONAL INJURY, DEATH OR PHYSICAL PROPERTY DAMAGE, OR VIOLATION OF THE ACQUIRED COMPANY’S RULES, REGULATIONS, OR OPERATING POLICIES, ARISING OUT OF, RESULTING FROM OR RELATING TO ANY FIELD VISIT OR OTHER DUE DILIGENCE ACTIVITY CONDUCTED BY PURCHASER WITH RESPECT TO THE ASSETS.

Access. Upon (a) During the Restricted Period, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford to the officers, employees, accountants, counsel, financial advisors and other representatives of the Purchaser reasonable access during normal business hours, during the period prior notice to Sellerthe Closing Date, to all its books, records, properties, plants and personnel and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to the Purchaser (i) a copy of each report, schedule, registration statement and other document filed, published, announced or received by it during such period pursuant to the requirements of Federal or state Laws, as applicable, and (ii) all other information concerning it and its business, properties and personnel as the Purchaser may reasonably request. The Purchaser will hold any information obtained pursuant to this Section 5.5 in confidence in accordance with, and will otherwise be subject to, the provisions of the Confidentiality Agreement. Any investigation by the Purchaser shall not affect the representations and warranties of the Company or the conditions to its obligations to consummate the transactions contemplated by this Agreement. (b) During the Restricted Period, the Company shall promptly keep the Purchaser and its agents, employees, consultants, lenders and representatives shall have reasonable access to informed of any material development in the Property and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Purchaser; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use business of the Building Company or Seller’s businessits Subsidiaries. If any inspection or test disturbs Without limiting the Property foregoing, during the Restricted Period, the Company shall cause its officers to consult and cooperate with representatives of the Purchaser in a material respectorder to facilitate the Closing. (c) From the date hereof through the end of the survival period set forth in Section 5(c) of the Voting Agreement with XxXxxxx described in Section 6.1(n)(ii) of the Series D Purchase Agreement, so long as the Purchaser will restore continues to hold at least 25% of the Property to its condition before any such inspection or test. Purchaser shares of Series E Preferred Stock issued and sold hereunder, the Company shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2i) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (2) days prior notice to Seller. In the course of its investigations, Purchaser may make inquiries quarterly updates concerning the Real Property to third partiesgeneral status of, including, without limitation, representatives, contractors, parties to Service Contracts and municipal, local and other government officials and representatives (ii) prompt notice of expenses incurred by the Company 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 conditionconnection with, and (biii) exacerbate such existing conditions. The foregoing indemnity obligations shall survive notice of any material developments with respect to, the termination of this Agreement and matter set forth in Schedule 3.17(b) to the ClosingSeries D Purchase Agreement.

Access. Upon reasonable prior notice From the date hereof through the Closing, Seller shall, and shall cause each Company to, afford to Seller, Purchaser Buyer and its agentsauthorized Representatives reasonable access, employeesduring normal business hours and in such manner as not to unreasonably interfere with normal operation of the businesses of the Companies and their Affiliates, consultants, lenders and representatives shall have reasonable access to the Property and all books properties, books, Contracts, and records for of Seller (to the Property that are in Seller’s possession or control for extent such properties, books, Contracts and records of Seller relate to 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 withheldCompanies) and the Companies and to appropriate officers and employees of Affiliates of Seller and the Companies as are reasonably identified by Xxxxx as being relevant information relating to the Companies and their Affiliates and shall furnish such authorized Representatives with all financial and operating data and other information concerning the affairs of the Companies as Buyer and such Representatives may reasonably request. Seller shall have the right to accompany Purchaser have a Representative present at all times during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies interviews, and examinations, provided that Seller shall not use such right to unreasonably delay or tests required by Purchaser. During the pendency of prohibit Buyer’s investigation rights under this Agreement. Additionally, Purchaser Buyer shall hold in confidence all such information on the terms and its agentssubject to the conditions contained in the Confidentiality Agreement. Notwithstanding the foregoing, employees, consultants, lenders and representatives Buyer shall have a continuing no right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 Agreementto, and Seller consents shall have no obligation to provide to Buyer, information relating to: (i) bids received from others in connection with the transactions contemplated by this Agreement (or similar transactions) and information and analyses (including financial analyses) relating to such inquiries. Purchaser hereby indemnifies, protects, defends bids; (with counsel reasonably acceptable to Sellerii) 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”), information to the extent caused by such information is subject to an attorney-client or attorney work product privilege; or (iii) any entry and/or activities upon information 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 disclosure of which would result in a violation of Law or willful misconduct, or Claims arising out breach of conditions Contract; provided that were present before Purchaser entered the Property, except to the extent that Purchaser’s activities (a) are unreasonable in the context case of the information provided clauses (ii) and (iii), Seller shall use its commercially reasonable efforts to Purchaser, or reasonably evident to Purchaser, make appropriate substitute disclosure arrangements with respect to such existing conditioninformation. All requests for information made under this Section 6.3(a) shall be directed to the Person designated by Seller in a Notice delivered to Buyer, and (b) exacerbate all such existing conditionsinformation provided shall be subject to the Confidentiality Agreement. The foregoing indemnity obligations shall survive For the termination avoidance of doubt, Xxxxx will have no right to access any information regarding any of Seller’s Affiliates other than as expressly provided for in this Agreement and the ClosingSection 6.3(a).

Access. Upon reasonable (a) From the date hereof and prior notice to Sellerthe Closing, Seller shall, and shall cause the Xxxxxx Entities to, provide Purchaser and its agentsrepresentatives, employeesduring regular business hours and upon reasonable notice, consultantswith such information in respect of the Xxxxxx Entities and the transactions contemplated by this Agreement, lenders and representatives shall have reasonable with such access to the Property and all properties, books and records for of the Property that are in Seller’s possession or control for the purpose of conducting surveysXxxxxx Entities, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, or tests as Purchaser may from time to time reasonably required by Purchaserrequest; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent that Seller and the Xxxxxx Entities shall not be unreasonably withheldobligated to provide Purchaser with any information relating to trade secrets or to provide access to or to disclose information where such access or disclosure would violate any law, rule, regulation, Order, fiduciary duty to any partners or the term of any Contract, or adversely affect the ability of Seller, any Xxxxxx Entity or any of their respective affiliates to assert attorney-client, attorney work product or other similar privilege; and provided, further, that in no event shall such access include access to Seller’s facility located at 00 Xxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxx or with respect to any facility or property of Seller, “Phase II” or other environmental testing or sampling of properties of the Xxxxxx Entities. Any disclosure whatsoever during such investigation to Purchaser shall not constitute an enlargement of or additional representations or warranties of Seller beyond those specifically set forth in this Agreement. All such information and access shall be subject to the terms and conditions of the letter agreement, dated October 8, 2004, between Purchaser and SPX, as amended (the “Confidentiality Agreement”). (b) and Seller shall have the right to accompany reasonably assist Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere connection with the use of the Building or Purchaser’s retaining Seller’s business. If any inspection accountants to audit the Xxxxxx Business, including executing consents 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 waivers necessary for Seller’s expense, copies of the results of all accountants to perform such inspections, studies audit. Seller shall afford its auditors (or tests required by Purchaser. During the pendency of this Agreement, such other auditors as Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable may select) such access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, as is reasonably necessary for the purpose performance of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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, audit; provided, however, Purchaser shall that it is understood that such audit may not indemnify Seller against any Claims caused by Seller’s negligence or willful misconduct, or Claims arising out be completed until after consummation of conditions the transactions contemplated hereby and that were present before Purchaser entered in no event will the Property, except audit be a condition to the extent that Purchaser’s activities (a) are unreasonable in the context consummation 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 and the Closingtransactions contemplated hereby.

Access. (a) Upon reasonable prior notice to Sellerexecution of this Agreement until the Closing, Purchaser Seller shall give Purchaser, its Affiliates and its each of their respective officers, agents, employeesaccountants, consultantsattorneys, lenders investment bankers, environmental consultants and other authorized representatives shall have (“Purchaser’s Representatives”) reasonable access to the Property and all books and records for the Property that are Records in Seller’s possession and any Gathering System or control Asset owned or operated by the Company or any Subsidiary, in each case during, as applicable, Seller’s, the Company’s and the Subsidiary’s normal business hours, for the purpose of conducting surveysa confirmatory review of the Gathering System or Asset, appraisalsin each case to the extent that Seller may provide such access without (i) violating applicable Laws or breaching any Contracts, architectural(ii) waiving any legal privilege of Seller, engineeringany of its Affiliates, structuralor its counselors, mechanicalattorneys, geotechnical accountants, or consultants, or (iii) violating any obligations to any Third Party. Such access shall be granted to Purchaser on the premises of the Gathering System or Asset that are operated by the Company or any Subsidiary. All investigations and environmental inspections due diligence conducted by Purchaser or any of Purchaser’s Representatives with respect to the Gathering System or Asset shall be conducted at Purchaser’s sole cost, risk and tests, expense and any other inspectionsconclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller, studiesthe Company or any of their designees shall have the right to accompany Purchaser and Purchaser’s Representatives whenever they are on site on the Gathering System. Purchaser’s investigation and review shall be conducted in a manner that minimizes interference with the ownership or operation of the Gathering System or the Business. Prior to Closing, Purchaser and Purchaser’s Representatives shall have the right to conduct one or more determinations of the volumes of Inventory in the Gathering System at Purchaser’s sole cost and expense and in accordance with standard industry practice. Purchaser’s inspection right with respect to the environmental condition of the Gathering System or Asset shall be limited to conducting a Phase I Environmental Site Assessment in accordance with the American Society for Testing and Materials (A.S.T.M.) Standard Practice Environmental Site Assessments: Phase I Environmental Site Assessment Process (Publication Designation: E1527‑13), which may include, in addition, environmental compliance reviews, or tests a similar visual assessment that does not include sampling or testing of any environmental media (“Phase I”). Purchaser shall not be entitled to conduct any Phase II Environmental Site Assessments similar to A.S.T.M. Standard Practice Environmental Site Assessments: Phase II Environmental Site Assessment Process (Publication Designation: E1903‑11), or any other invasive or intrusive testing, or sampling on or relating to the Gathering System (“Phase II”), without the prior written consent of Seller, such consent to be granted, conditioned, or withheld at the sole discretion of Seller. If permitted, Purchaser shall furnish to Seller and the Company, free of costs and without warranty, a copy of all draft and final reports and test results prepared by or for Purchaser related to Purchaser’s diligence and investigation of the Gathering System or Asset, including any and all Phase I, Phase II, or further environmental assessments relating to any of the Gathering System as soon as reasonably possible after such report is prepared. Purchaser shall obtain from any applicable Governmental Authorities and Third Parties all permits necessary or required to conduct any approved invasive activities permitted by Seller. Seller shall have the right, at its option, to split with Purchaser any samples collected pursuant to approved invasive activities. If the Closing does not occur, Purchaser (1) shall promptly return to Seller or destroy all copies of the Records, reports, summaries, evaluations, due diligence memos and derivative materials related thereto in the possession or control of Purchaser or any of Purchaser’s Representatives and (2) shall keep and shall cause each of Purchaser’s Representatives to keep, any and all information obtained by or on behalf of Purchaser confidential, except, in each case, as otherwise required by Purchaser; providedLaw. No investigation by Purchaser shall operate as a waiver of or otherwise effect any representation, howeverwarranty, covenant or agreement of Seller hereunder. (b) Purchaser may not conduct contact customers or potential customers of the Company or any invasive testing of its Subsidiaries with respect to their relationship with the Company and the Subsidiaries without Seller’s the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Purchaser agrees to indemnify, defend and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use hold harmless each member 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 Seller Group and all such inspectionsPersons’ stockholders, studies or tests required by Purchaser. During the pendency of this Agreementmembers, Purchaser and its agentsmanagers, officers, directors, employees, consultantsagents, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are keptlenders, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 limitationadvisors, representatives, contractorsaccountants, parties to Service Contracts attorneys 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 consultants from and against any and all costs, losses, liabilities, damages, lawsuits, judgments, actions, proceedings, penalties, demands, Damages (including court costs and reasonable attorneys’ fees), mechanic’s liensincluding Damages attributable to, arising out of or relating to access to the Records, any offices of Seller, or expenses the Assets prior to the Closing by Purchaser or any of Purchaser’s Representatives, EVEN IF SUCH CLAIMS, DAMAGES, LIABILITIES, OBLIGATIONS, LOSSES, COSTS AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY MEMBER OF THE SELLER GROUP. (d) Upon completion of Purchaser’s due diligence, Purchaser shall, at its sole cost and expense and without any kind cost or nature whatsoever expense to Seller, Company or any of their respective Affiliates, (“Claims”)i) repair all damage done to the Assets in connection with Purchaser’s due diligence, (ii) restore the Assets to the approximate same or better condition than they were prior to commencement of Purchaser’s due diligence, and (iii) remove all equipment, tools, or other property brought onto the Assets in connection with Purchaser’s due diligence. Any disturbance to the Assets (including the leasehold associated therewith) resulting from Purchaser’s due diligence shall be promptly corrected by Purchaser. (e) During all periods that Purchaser or any of Purchaser’s Representatives are on the Assets, Seller’s premises or Company’s premises, Purchaser shall maintain, at its sole expense and with insurers reasonably satisfactory to Seller, policies of insurance of the types and in the amounts reasonably requested by Seller. Coverage under all insurance required to be carried by Purchaser hereunder shall (i) be primary insurance, (ii) list the members of the Seller Group as additional insureds, (iii) waive subrogation against the members of the Seller Group and (iv) provide, to the extent caused available, for five (5) days prior notice to Seller in the event of cancellation or modification of the policy or reduction in coverage. Upon request by any entry and/or activities upon the Property by Purchaser, Purchaser’s agents, contractors and/or subcontractors, provided, howeverSeller, Purchaser shall not indemnify provide evidence of such insurance to Seller against prior to entering the Assets or premises of Seller, the Company or any Claims caused by Seller’s negligence or willful misconductof their respective Affiliates. (f) Purchaser understands that Seller has had discussions with the management of the Company and its Subsidiaries regarding other bids for the Company, or Claims arising out the Subsidiaries and/or the Assets and the preparation and negotiation of conditions that were present before Purchaser entered this Agreement, the PropertySchedules hereto and the other documents contemplated herein, and that, (i) except to the extent that Purchaser’s activities (a) are unreasonable discovery rules would otherwise permit review of such information by Purchaser or the Company if such information were in the context possession of the information provided to Purchaser, or reasonably evident to Purchaser, with respect to such existing conditionSeller, and (bii) exacerbate such existing conditions. The foregoing indemnity obligations excluding information related to this Agreement (including the representations and warranties and covenants set forth herein and the Schedules and Exhibits attached hereto), (A) Purchaser and the Company shall survive not be entitled to use in connection with any disputes against Seller or the termination Company and its Subsidiaries (before or after Closing) any of Seller’s or the Company’s internal drafts of this Agreement Agreement, copies of (or other information regarding) other bids for the Company and its Subsidiaries, or emails or other written information (including in electronic form) relating to any of the foregoing or to the sales process (whether or not related to the Purchaser’s bid or other bids for the Company and its Subsidiaries) and (B) each of the Purchaser and the ClosingCompany hereby agree that (1) it shall not have any rights to any such information and (2) it shall not request any of the Company or its Subsidiaries, their management to provide to any such information.

Access. Upon reasonable prior notice For a period of seven years after the Closing Date, subject to SellerSection 6.11(e), Purchaser Buyer shall, and shall cause each of the Company and its agentsSubsidiaries to, employeesafford to Seller and its Representatives reasonable access, consultantsupon reasonable advance written notice, lenders and representatives shall have reasonable access to the Property and all books and records for the Property that are in SellerCompany’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 Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agentsSubsidiaries’ respective properties, employeesbooks of account, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records financial and other materials relating to the Property records (including accountants’ work papers), senior-management employees and auditors, 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”)each case, to the extent caused necessary in connection with any audit, investigation, dispute or litigation or other reasonable business purpose relating to Seller’s rights or obligations under this Agreement or any of the other Transaction Documents or otherwise in connection with the Contemplated Transactions or to determine any matter relating to any period ending on or before the Closing Date; provided that any such access by any entry and/or activities upon Seller shall be during normal business hours and shall not unreasonably interfere with the Property by Purchaserconduct of the business of Buyer and its Subsidiaries, Purchaser’s agents, contractors and/or subcontractors, including the Company and its Subsidiaries; provided, howeverfurther, Purchaser that, without the prior written consent of Buyer, Seller and its Representatives shall not indemnify Seller against be entitled to any Claims caused by Seller’s negligence such access, information or willful misconduct, or Claims arising out of conditions that were present before Purchaser entered the Property, except documents (a) to the extent that Purchaseraccess to, or disclosure of, such information or documents would, pursuant to the advice of Buyer or the Company’s activities legal counsel, waive or jeopardize, or reasonably be expected to waive or jeopardize, the attorney-client privilege or the application of the attorney-work-product doctrine; (b) the disclosure of which is restricted by any Law or Order applicable to the Company or any of its Subsidiaries; (c) the disclosure of which would violate the terms and conditions of any Contract between the Company or any of its Subsidiaries, on the one hand, and a Third Party, on the other hand, including customers, vendors and subcontractors; or (d) if such access is reasonably like to violate any COVID-19 Measures, it being agreed that, in the event that the restrictions of the foregoing clauses (a) are unreasonable through (d) apply, Buyer shall cooperate in good faith with Seller to identify and implement an alternative means, if and to the context of the information provided extent permitted by applicable Law, for Seller to Purchaser, or reasonably evident to Purchaser, with respect be granted access to such existing condition, and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement and the Closinginformation.

Access. Upon reasonable prior (a) Seller will authorize and permit Company, its representatives, accountants and counsel, to have access during normal business hours, on notice to Seller, Purchaser and its agents, employees, consultants, lenders and representatives shall have reasonable access to the Property and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Purchaser; provided, however, Purchaser may such manner as will not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use conduct of the Building or businesses of Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property 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 condition before any such inspection or testbusiness affairs, financial condition, assets and liabilities as Company may from time to time reasonably request. Purchaser Seller shall provide permit Company, its representatives, accountants and counsel to Seller, at Seller’s expense, make copies of the results of all such inspectionsbooks, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating documents and to discuss the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” business affairs, condition (financial and otherwise), assets and liabilities 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 Seller with such third partiesPersons, including, without limitation, representativesits directors, contractorsofficers, parties employees, accountants, counsel and creditors, as Company considers necessary or appropriate for the purposes of familiarizing itself with the businesses and operations of Seller, obtaining any necessary orders, Consents or approvals of the transactions contemplated by this Agreement by any Governmental Entity and conducting an evaluation of the assets and liabilities of Seller. Seller will cause Vavrinek, Trine, Day & Co., LLP, to Service Contracts and municipalmake available to Company, local its accountants, counsel and other government officials agents, such personnel, work papers and representatives other documentation of such firm relating to its work papers and its audits of the books and records of Seller as may be requested by Company in accordance connection with its review of the terms foregoing matters. Notwithstanding any of this Agreementthe foregoing, and Seller consents shall not be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such inquiries. Purchaser hereby indemnifies, protects, defends (with counsel reasonably acceptable information or contravene any Rule but Seller shall use its reasonable efforts 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”)make appropriate substitute disclosure arrangements, to the extent caused practicable. (b) The chairman of the board or president of Company, or in their absence another representative of Company shall be invited by any entry and/or activities upon Seller to attend all regular and special board of directors and committee meetings of Seller from the Property by Purchaser, Purchaser’s agents, contractors and/or subcontractors, 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, Purchaser that the attendance of such representative of Company shall not indemnify Seller against be permitted at any Claims caused by Seller’s negligence or willful misconductmeeting, or Claims arising out portion thereof, for the sole purpose of conditions that were present before Purchaser entered discussing 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 transaction contemplated by this Agreement and or the Closingobligations of Seller under this Agreement.

Access. Upon reasonable prior notice Subject to Sellercompliance with applicable Laws (including COVID-19 Measures), Purchaser PKI shall, and shall cause each Seller and each Acquired Company to, permit Buyer and its agents, employees, consultants, lenders and representatives shall Representatives to have reasonable access (at reasonable times, on reasonable prior written notice and in a manner so as not to interfere with the normal business operations of the Business) to the Property premises, properties, financial and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveysaccounting records, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and testscontracts, and other records and documents, of or pertaining to the Business for reasonable business purposes, including in connection with the consummation of the transactions contemplated hereby and the operation of the Business following the Closing. Notwithstanding anything to the contrary in this Agreement, none of the Sellers (or, prior to the Closing or the Local Closing, as applicable, the Acquired Companies) shall be required to disclose any information to Buyer or its Representatives if such disclosure would jeopardize any attorney-client or other inspectionslegal privilege or would reasonably be expected to be in violation of contractual obligations existing prior to the Original Execution Date; provided that, studiesin each case, PKI shall and shall cause each Seller and each Acquired Company to use reasonable efforts to provide alternative, redacted or tests reasonably required substitute documents or information in a manner that would not result in the loss of the ability to assert attorney-client or other legal privileges or violate any such applicable agreement. Subject to Section 4.6(e), Buyer acknowledges that it remains bound by Purchaser; providedthe confidentiality agreement, howeverdated May 17, Purchaser may 2022, previously entered into between Buyer and PKI (the “Confidentiality Agreement”). Prior to the Closing, Buyer and its Representatives shall not conduct contact or communicate with the employees (other than those set forth on Schedule 4.4 hereto), customers or suppliers of PKI or any invasive testing without Seller’s of its subsidiaries in connection with the transactions contemplated by this Agreement, except with the prior written consent (of PKI, which consent shall not be unreasonably withheld) and Seller , conditioned or delayed; provided that with respect to a Deferred Business, such restriction shall have continue to apply until the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the applicable Local 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 solely to the extent that Purchaser’s activities (a) are unreasonable in the context of the information provided to Purchaser, PKI has been advised by outside counsel that such contact 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 and the Closingcommunication would violate applicable Law.

Access. Upon reasonable prior notice (a) Following the Effective Date, Administrator shall afford, and will cause its Affiliates to Sellerafford, Purchaser to Company and any of its agentsAffiliates, employeescounsel, consultantsaccountants or a designated representative, lenders during normal business hours, the right to examine and representatives shall have reasonable access to make copies of the Property and all books and records maintained by Administrator pursuant to Section 13.1 for such period as this Agreement is in effect or for as long thereafter as any rights or obligations of Company survives or to the Property extent 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 such access may be reasonably required by Purchaser; providedCompany or any of its Affiliates in connection with (i) the preparation of financial statements, however(ii) responding to regulatory inquiries or other regulatory purposes, Purchaser (iii) the preparation of tax returns or in connection with any audit, amended return, claim for refund or any proceeding with respect thereto, (iv) the investigation, arbitration, litigation and final disposition of any claims which may not conduct have been or may be made against Company in connection with the Insurance Contracts or which Company may make with respect to the Insurance Contracts, excluding in each case claims made by or against Administrator or its Affiliates, or (v) any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) other reasonable business purpose. Each of Company and Seller its Affiliates, at its own cost and expense, shall have the right to accompany Purchaser during duplicate all activities conducted at books and records relating to the PropertyInsurance Contracts. Invasive testing shall include but not be limited Administrator will not, and will cause its Affiliates to any testingnot, studies dispose of, alter or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before destroy any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating other than in accordance with Administrator’s books and records retention policy as may be amended from time to time but in any case for at least seven (7) years after the termination or expiration of all Insurance Contracts or as otherwise required under the Purchase Agreement. All such books and records pertaining to the Property Insurance Contracts shall remain the property of Company; provided that Administrator may keep a copy of such books and records subject to its normal records retention policies. (b) Following the Effective Date, Company shall afford, and will cause its Affiliates to afford, to Administrator and any of its Affiliates, counsel, accountant or a designated representative, during normal business hours, the right to examine and make copies of any books and records retained by Company or its Affiliates which relate to the Insurance Contracts or which are otherwise relevant to the Insurance Contracts for such period as this Agreement is in Seller’s possession effect or controlfor as long thereafter as any rights or obligations of Administrator survives or to the extent that such access may be reasonably required by Administrator or any of its Affiliates in connection with (i) the preparation of financial statements, (ii) responding to regulatory inquiries or other regulatory purposes, (iii) the preparation of tax returns or in connection with any audit, amended return, claim for refund or any proceeding with respect thereto, (iv) the investigation, arbitration, litigation and final disposition of any claims which may have been or may be made against Administrator or its Affiliates in connection with the Insurance Contracts or which Administrator or its Affiliates may make with respect to the Insurance Contracts, excluding in each case claims made by or against Company or its Affiliates, or (v) any other similar, reasonable business purpose. Purchaser Each of Administrator and its Affiliates, at its own cost and expense, shall have the right to conduct a “walk-through” of duplicate all such books and records relating to the Property before the Closing upon at least two (2) days prior notice Insurance Contracts. Company will not, and will cause its Affiliates to Seller. In the course of its investigationsnot, Purchaser may make inquiries concerning the Real Property to third partiesdispose of, including, without limitation, representatives, contractors, parties to Service Contracts alter or destroy any such books and municipal, local records and other government officials and representatives materials other than in accordance with the terms of this Agreement, Company’s books and Seller consents records retention policy as may be amended from time to such inquiries. Purchaser hereby indemnifies, protects, defends time but in any case for at least seven (with counsel reasonably acceptable to Seller7) 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 years after the termination or expiration of this Agreement and all Insurance Contracts or as otherwise required under the ClosingPurchase Agreement.

Access. Upon reasonable prior notice 5.4.1 Subject to SellerLaw and Regulations, Purchaser and its agents, employees, consultants, lenders and representatives shall have reasonable access to as from the Property and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Purchaser; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency date of this Agreement, in relation to each Business, until the earlier of the RBS Closing or the Long Stop Date, the Business Sellers shall upon reasonable notice of the timing, purposes and scope of such access, and during normal business hours, procure that a reasonable number of persons representing the Purchaser are given reasonable access to: (i) the Business Properties and its agentsany other premises from which the Businesses are operated or where their Books and Records are kept; (ii) all the Books and Records provided that copies shall not be taken; (iii) the Senior Employees; and (iv) such other information and/or employees of the RBSG Group as the Purchaser reasonably requires, employeesin each case to the extent such access is reasonably necessary for planning Separation, consultantsData Migration, lenders Mid-Corporate and representatives Complex SME Data Migration, the Schemes, the integration of the Businesses with the Purchaser’s businesses following the Closings and/or the implementation of the transactions contemplated by this Agreement under Clause 6, provided that the Business Sellers shall, pursuant to this Clause 5.4.1, be required to disclose information which relates only to the Businesses (the “Business Information”) and shall have not be required to disclose any information to the Purchaser which relates to any Excluded Business or any other information which could reasonably be considered to be confidential or commercially sensitive (together, the “Non-Business Information”), provided that where any document or record contains both *** Material has been omitted pursuant to a continuing right of reasonable request for confidential treatment and has been filed separately. Business Information and Non-Business Information, the Business Sellers shall extract the Business Information from such document or record and provide the same to the Purchaser, or persons representing the Purchaser, in accordance with this Clause 5.4.1. 5.4.2 The Business Sellers shall, following 5.00 p.m. on the NatWest Closing Date and 5.00 p.m. on the RBS Closing Date, provide the Purchaser, or the Purchaser’s representatives, with access to the Property relevant Business Properties so as to allow the Purchaser to undertake such re-branding or other operational activities as may be reasonably necessary or desirable in connection with the transfer and any office where the records transition 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 relevant Business to the Property in Seller’s possession or control. Purchaser shall have on 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 and the relevant Closing.

Access. Upon reasonable prior notice The Vendors shall forthwith make available to Seller, the Purchaser and its agentsauthorized representatives and, employeesif requested by the Purchaser, consultantsacting reasonably, lenders and representatives shall have reasonable access provide a copy to the Property and Purchaser of all documents, books and records for relating to Holdco, the Property Company and the Subsidiaries, including title documents, written environmental compliance reviews and site assessments that are in Seller’s the possession or under the control of the Vendors, Holdco, the Company or any Subsidiary, Contracts, financial statements, minute books, share certificate books, share registers, plans, orders, books of account, accounting records and constating documents relating to Holdco, the Company and the Subsidiaries. The Vendors shall cause the Company and the Subsidiaries to afford the Purchaser and its authorized representatives access on reasonable notice to the Business and the property, assets, undertaking, records and documents of the Company and the Subsidiaries for the purpose of conducting surveysreviewing the same. The foregoing access shall be at any times selected by the Purchaser until March 3, appraisals1997 and thereafter shall be restricted to during normal business hours. The Vendors shall also cause the Company and the Subsidiaries to use their reasonable best efforts to arrange meetings prior to March 3, architectural, engineering, structural, mechanical, geotechnical 1997 with current and environmental inspections past major customers of the Company and tests, and any other inspections, studies, or tests reasonably required by Purchaserthe Subsidiaries; provided, however, that Investco shall be notified at least two Business Days prior to any meeting between representatives of the Purchaser may and such customers (whether or not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheldarranged by the Vendors or the Company) and Seller a representative of Investco shall have be entitled to attend any such meeting. The Vendors shall cause the right Company and the Subsidiaries, as appropriate, forthwith following a request therefor from the Purchaser, to accompany deliver to all applicable governmental authorities having jurisdiction over the Real Property and the Leased Property a request substantially in the form prepared or described by the Purchaser during all activities conducted at that such authorities release to the PropertyCompany or any such Subsidiary any information held by such authorities in respect to such property, upon receipt of which by the Company or any such Subsidiary, the Vendors shall cause the recipient to make the same available to the Purchaser. Invasive testing In addition, the Purchaser shall include but not be limited entitled to any conduct such environmental inspections and investigations, including intrusive testing, studies or inspections that may disturb as the Property Purchaser, acting reasonably, shall deem appropriate, subject to the execution and delivery by the Purchaser of an indemnity in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs same in favour of the Property Vendors, Holdco, the Company and the Subsidiaries, in a material respectform and substance acceptable to the Vendors, acting reasonably, which shall provide that the Purchaser will restore be responsible for any Losses caused by or reasonably attributable to the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies activities of the results of all Purchaser and its representatives during such inspections, studies or tests required investigations. The Vendors shall cause the Company and the Subsidiaries to cooperate in assisting investigations by Purchaserthe Purchaser as provided in the foregoing. During the pendency Notwithstanding any other provision of this Agreement, Purchaser and its agentsuntil 9:00 a.m. (Toronto time) on March 3, employees1997 the Vendors shall be entitled to mask or delete from any Contract, consultants, lenders and representatives shall have a continuing right of reasonable access Permit or other document required to be provided or made available to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating Purchaser pursuant to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (2) days prior notice to Seller. In the course of its investigations, Purchaser may make inquiries concerning the Real Property to third parties, including, without limitation, representatives, contractors, parties to Service Contracts and municipal, local and other government officials and representatives in accordance with the terms of this Agreement, and Seller consents to such inquiries. Purchaser hereby indemnifies, protects, defends Agreement any information (with counsel reasonably acceptable to Seller"Identifying Information") and holds Seller and which may identify 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, municipal address or expenses location of any kind or nature whatsoever (“Claims”), to real property which is the extent caused by subject of any entry and/or activities upon the Property by Purchaser, Purchaser’s agents, contractors and/or subcontractors, Operating Agreement; provided, however, that if this Agreement has not been terminated by the Purchaser pursuant to Section 10.4 on or before March 3, 1997, the Vendors 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 cause the Property, except Company to provide to the extent that Purchaser’s activities (a) are unreasonable in Purchaser the context of the information provided to Purchaser, or Identifying Information as soon as is 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 and the Closingpracticable thereafter.

Access. Upon (a) During the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement pursuant to Section 9.1 (Termination) (the “Pre-Closing Period”), and upon reasonable prior advance notice to Seller, Purchaser Seller shall provide Buyer and its agents, employees, consultants, lenders and Buyer’s representatives shall have with reasonable access during normal business hours to the Property Acquired Company’s facilities and all existing books and records for the Property that are in Seller’s possession or control and appropriate personnel designated by Seller for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical enabling Buyer to verify the accuracy of Seller’s representations and environmental inspections warranties set forth in Section 2 (Representations and tests, and any other inspections, studies, or tests reasonably required by PurchaserWarranties of Seller); provided, however, Purchaser may that any such access shall be conducted at Buyer’s expense, under the supervision of appropriate personnel designated by Seller and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby in accordance with the terms hereof and not conduct to interfere with the normal operation of the business of Seller or the Acquired Company or to create a material risk of damage or destruction to any invasive testing without material assets or property of Seller or the Acquired Company. Any investigation shall be subject to Seller’s prior written consent (which consent and the Acquired Company’s reasonable security measures and insurance requirements and shall not be unreasonably withheld) and Seller shall have include the right to accompany Purchaser during all activities conducted at perform invasive testing. Nothing herein shall require Seller or the PropertyAcquired Company to disclose any information to Buyer if such disclosure would, in Seller’s reasonable discretion (a) jeopardize any attorney-client or other legal privilege or (b) contravene any applicable Law or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which Seller or the Acquired Company is a party). Invasive testing The terms and conditions of the Confidentiality Agreement shall include but not be limited apply to any testinginformation obtained by Buyer or its representatives in connection with their investigation conducted hereunder. (b) For [***] after the Closing, studies or inspections that may disturb the Property in a material respect or interfere with the Seller shall hold, and shall use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respectcommercially reasonable efforts to cause its Affiliates and their respective officers, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agentsdirectors, employees, accountants, counsel, consultants, lenders advisors and representatives shall have a continuing right of reasonable access agents to hold, in confidence all confidential documents and information concerning the Acquired Company and the Business; provided, however, that such documents and information are not considered confidential if they: (i) are or become generally available to the Property and any office where the records public through no fault of Seller or its Affiliates; or (ii) are later lawfully acquired by Seller or its Affiliates from sources other than those related to its prior ownership of the Property are keptAcquired Company. (c) Notwithstanding Section 4.1(b), with at least two Seller or its Affiliates may disclose confidential documents or confidential information concerning the Acquired Company and the Business: (2i) days prior notice, for the purpose to authorized representatives and employees of examining Seller or its Affiliates and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property as otherwise is necessary 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 investigationsperforming Seller’s obligations hereunder or under any other agreement between Seller, Purchaser may make inquiries concerning Buyer or the Real Property to third partiesAcquired Company, including, without limitation, representativesthe Transition Services Agreement; (ii) for purposes of including applicable information in Parent Group’s financial statements or periodic reports to the extent required by applicable Law, contractors, parties applicable requirements of Nasdaq or applicable accounting standards; (iii) as is required to Service Contracts and municipal, local and other government officials and representatives in accordance with the terms be disclosed by applicable Law or order 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 liensGovernmental Body, or expenses of any kind by subpoena, summons or nature whatsoever (“Claims”)other legal process; provided that Seller shall provide prior notice to Buyer, to the extent caused legally permissible, of such requirements so that Buyer may seek a protective order or other remedy; or (iv) to prepare and file any Tax Returns, to respond to any inquiries regarding the same from any Governmental Body or to prosecute or defend any action, proceeding or audit 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, Governmental Body with respect to such existing condition, and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement and the ClosingTax Returns.

Access. Upon (a) Between the date hereof and the Closing Date, Sellers shall cause the DMS Entities to authorize and permit Buyers and their Representatives (including their independent accountants and counsel) to have reasonable access during normal business hours, upon reasonable prior notice and in such manner as will not unreasonably interfere with the operations or conduct of the Business or the other businesses of Sellers or their Affiliates, to Sellersuch (i) facilities and assets of the DMS Entities, Purchaser and its agents(ii) properties, employees, consultants, lenders and representatives shall have reasonable access to the Property and all books and records for relating to the Property that are Business and (iii) officers of Sellers or their Affiliates, in Seller’s possession or control each case, as Buyers may from time to time reasonably request for the purpose of conducting surveysobtaining any necessary Approvals of, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, consents for or tests reasonably required Permits for the transactions contemplated by Purchaserthis Agreement; provided, however, Purchaser that neither Sellers nor the DMS Entities shall be required to supply any document or information or take any other action that would or may not conduct reasonably be expected to constitute a waiver of the attorney-client or other legal privilege or protection, violate any invasive testing without Seller’s prior written consent Law, or result in a breach of or a default under any obligation owed to a third party. All requests for such access shall be made to such of Sellers’ Consent Representatives as Sellers shall designate, who shall be solely responsible for coordinating and shall coordinate all such requests and all access permitted hereunder. Any information provided to or obtained by Buyers or their representatives under this Section 5.1 shall be subject to the terms of the confidentiality agreement dated May 18, 2005, between Targa, and Dynegy (which consent as amended, the “Confidentiality Agreement”) provided the Confidentiality Agreement shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted expire at the Property. Invasive testing Closing. (b) Prior to the Closing Date, the Sellers shall include but not cause the Electronic Data Room to be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser maintained and shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable allow Buyers continued access to the Property and any office where Electronic Data Room. The Sellers will use commercially reasonable efforts to cause IntraLinks not later than ten (10) Business Days after the records Closing to provide to Buyers an electronically readable form of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 data included in the context of the information provided Electronic Data Room or, if unsuccessful in such regard, will directly provide such data 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 and the ClosingBuyers.

Access. Upon reasonable prior notice From the Execution Date until Closing, Seller shall afford, and shall cause each of its Affiliates to Sellerafford, Purchaser to Buyer and its agentsauthorized Representatives reasonable access, employeesduring normal business hours on Business Days and in such manner as not to unreasonably interfere with normal operation of Seller’s or its Affiliates’ business, consultantsto (A) the Properties, lenders and representatives shall have reasonable access to including the Property Leases, all lands subject thereto and all other Assets, (B) all Records, together with all financial and operating data and other information, books and records for Contracts in the Property that are in Seller’s possession or control for of Seller and its Affiliates and relating to the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and testsAssets, and any other inspections, studies, (C) the appropriate officers and employees (including accompanying field employees on their daily rounds) of Seller 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 its Affiliates. Seller shall have the right to accompany Purchaser have a Representative present at all times during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaserinterviews and examinations. During Notwithstanding the pendency of this Agreementforegoing, Purchaser and its agents, employees, consultants, lenders and representatives Buyer shall have a continuing no right of reasonable access to, and Seller shall have no obligation to provide to Buyer, information relating to: (i) the Property identity of bidders and any office where potential bidders and bids received from others in connection with the records of the Property are kept, with at least two transactions contemplated by this Agreement (2or similar transactions) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books information and records and other materials analyses (including financial analyses) relating to such bids; (ii) any information, the Property disclosure of which would, in Seller’s possession good faith opinion following consultation with outside counsel, (x) jeopardize any legal privilege against disclosure available to Seller or control. Purchaser any of its Affiliates relating to such information or (y) would cause Seller or any of its Affiliates to breach a confidentiality obligation to Third Parties arising under any Contract (provided, that Seller shall have use commercially reasonable efforts (without any obligation to incur out of pocket costs or assume any Liability) to cause the right waiver of such information, and, provided, further, that such exclusion shall not apply upon the execution by Buyer of a written agreement that binds Buyer to conduct abide by such obligations of confidentiality); (iii) any information the disclosure of which would result in a “walk-through” violation of Law; or (iv) the Income Tax Returns of the Property before the Closing upon at least two (2) days prior notice to Seller. In the course Seller or any of its investigationsAffiliates; provided that, Purchaser may make inquiries concerning in 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 case of this Agreement, and Seller consents to such inquiries. Purchaser hereby indemnifies, protects, defends clauses (with counsel reasonably acceptable to Sellerii) 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”iii), the Parties shall reasonably cooperate in seeking to find a way to allow disclosure of such information 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 doing so (A) would 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 good faith belief of the information provided Seller after consultation with outside counsel) be reasonably likely to Purchaser, or reasonably evident cause such privilege to Purchaser, be undermined with respect to such existing conditioninformation or (B) could reasonably (in the good faith belief of the Seller, after consultation with outside counsel) be managed through the use of customary “clean-room” or other arrangement pursuant to which non-employee Representatives of Buyer could be provided access to such information. All requests for information made under this Section 6.2(a) shall be directed to the Person designated in writing by Seller, and (b) exacerbate all such existing conditions. The foregoing indemnity obligations information provided shall survive be subject to the termination of this Agreement and the ClosingConfidentiality Agreement.

Access. Upon (a) The Seller shall permit the representatives of the Buyer to have access (at reasonable times, on reasonable prior notice and in a manner so as not to interfere unreasonably with the normal business operations of the Business) to the premises, properties, financial and accounting records, contracts, and other records and documents, of or pertaining to the Business. Notwithstanding the foregoing, the Seller shall not be obligated (i) to provide any information, documents or access to any person unless the Buyer is responsible, pursuant to the terms of the Confidentiality Agreement, for the use and disclosure of any information obtained by such person from the Seller, Purchaser or such person enters into a confidentiality agreement with Belden on terms that are substantially the same as those set forth in the Confidentiality Agreement or (ii) to provide any information, documents or access that would (A) violate the provisions of any applicable Laws or regulations (including, without limitation, those relating to security clearance or export controls) or any agreement to which it is a party or (B) cause the loss of the attorney-client privilege with respect thereto, provided that, in the event of (A) or (B), the Seller shall use commercially reasonable efforts to cooperate with the Buyer to provide such information, documents or access in manner consistent with the preservation of such Laws or regulations, agreement or privilege (including by seeking the consent of the applicable party to whom the duty of confidentiality is owed). Prior to the Closing, the Buyer and its agents, representatives shall not contact or communicate with the employees, consultantscustomers and suppliers of Raydex or the Seller in connection with the transactions contemplated by this Agreement, lenders and representatives except with the prior written consent of the Seller, which shall have reasonable access not be unreasonably withheld, delayed or conditioned. (b) Notwithstanding anything to the Property contrary in any other provision of this Agreement or the Confidentiality Agreement, the Buyer and all books the Seller agree that the Confidentiality Agreement shall remain in full force and records for effect in accordance with its terms, that the Property Confidentiality Agreement shall survive the Closing or any termination of this Agreement and that are in any information provided by or on behalf of the Seller or any of the Seller’s possession Affiliates to the Buyer pursuant to this Agreement shall be deemed proprietary or control for confidential information (as defined in the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical Confidentiality Agreement) and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Purchasertreated in accordance with the Confidentiality Agreement; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent if the Closing occurs, the Confidentiality Agreement, insofar as it covers information relating exclusively to the Business, shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use terminate effective as of the Building or Seller’s business. If Closing. (c) Notwithstanding any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (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 provision of this Agreement to the contrary, the Buyer and its representatives shall not have any access at any time prior to the ClosingClosing to any information regarding pending or proposed bids for new contracts or subcontracts or any related information where the Buyer or an Affiliate of the Buyer also has submitted or intends to submit a bid for such contract or subcontract.

Access. Upon reasonable prior notice to SellerAfter the Closing and until the seven year anniversary of the Closing Date, Purchaser and its agents, employees, consultants, lenders and representatives shall have reasonable access to the Property and all books and records for the Property that are in Seller’s possession or control for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and testsBermudaCo will, and any will cause its Subsidiaries to, give the Territory, its Subsidiaries and their Representatives reasonable access, during normal business hours and upon reasonable notice, to all books, documents, information, data, files and other inspections, studies, or tests reasonably required by Purchaser; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent records relating to (which consent shall not be unreasonably withheldi) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use operation of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property Consulting Business before the Closing upon at least two Closing, (2ii) days prior notice the Acquired Assets or (iii) the Assumed Liabilities, and to Seller. In furnish copies thereof, which the course of Territory, its investigations, Purchaser may make inquiries concerning the Real Property to third partiesSubsidiaries or their Representatives reasonably request, including, without limitation, representativesin connection with claims, 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, judgmentsproceedings, actions, investigations, audits and other regulatory or legal proceedings involving (x) the operation of the Consulting Business, (y) the Acquired Assets or (z) the Assumed Liabilities, and BermudaCo shall furnish reasonable assistance (at the Territory's expense) (including, without limitation, access to personnel) to the Territory and its Subsidiaries and their Representatives in connection with such claims and other proceedings; provided that BermudaCo shall not be required to disclose such information if such disclosure would violate applicable law or contract; and, penaltiesprovided further, demandsthat BermudaCo shall use reasonable best efforts to obtain the required consents necessary to permit the timely disclosure of such information. BermudaCo shall not, attorneys’ feesand shall not permit any of its Subsidiaries to, mechanic’s liensdestroy any such records prior to the seventh anniversary of the Closing Date without providing the Territory with notice detailing the contents of such records, and providing the Territory with the opportunity to obtain such records, at least 120 days prior to the destruction thereof. BermudaCo shall permit, promptly upon reasonable request, the Territory or expenses any of its Subsidiaries to use original copies of any kind or nature whatsoever (“Claims”)such records for purposes of litigation, provided such records are promptly returned 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 BermudaCo following such existing condition, and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement and the Closinguse.