Common use of Access Clause in Contracts

Access. 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, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”).

Access. With reasonable prior notice The Receiver shall have unlimited 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, exclusive access to the extent it has Mortgaged Property as agent and attorney for the Legal Right, each Company Joint Venture Entity, to permit, representatives Mortgagor (which right 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, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which access shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued revocable by the SellerMortgagor) and shall have full power and unlimited authority to do the following, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the instrument appointing the Receiver: (a) collect the Rents and take proceedings in the name of the Mortgagor and make arrangements or compromises with respect to the collection of Rents; (b) from time to time without notice or demand and free of charge occupy the Mortgaged Property and use any equipment, tools, undertaking or Improvements of the Mortgagor; (c) carry on or concur in carrying on all or part of the business of the Mortgagor; (d) borrow money on a secured or unsecured basis in priority to this Mortgage for such purposes approved by the Mortgagee; (e) lease any portion of the Mortgaged Property which may become vacant on such terms and conditions as he considers advisable and enter into and execute Leases, accept surrenders and terminate Leases; (f) complete the construction of any Improvements on the Mortgaged Property left by the Mortgagor in an unfinished state or award the same to others to complete; (g) purchase, repair, alter and maintain any personal property including, without limitation, appliances and equipment, necessary or desirable to render the Mortgaged Property operable or rentable and take possession of and use or permit others to use all or part of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any Mortgagor’s materials, supplies, plans, tools, equipment (including appliances) and all Losses attributable to personal injuryproperty of every kind and description; and (h) manage, death operate, repair, alter or physical or other property damage, or violation of extend the Seller’s or its Affiliate’s Mortgaged Property and Improvements or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)part thereof.

Access. With reasonable prior notice Agent and subject to each Lender and any applicable Lawof their officers, any applicable privileges employees and/or agents, at the expense of Agent or such Lender, as the case may be (including the attorney-client privilegeunless there shall exist an Event of Default, in which event all costs and expenses shall be borne by Borrower), trade secretsshall have the right, and contractual confidentiality obligations, the Seller shall permit and will cause each other Seller Party, each Company and Company Subsidiary and, exercisable as frequently as Agent or any Lender reasonably determines to the extent it has the Legal Right, each Company Joint Venture Entity, to permit, representatives of the Buyer to have reasonable accessbe appropriate, during normal business hourshours (or at such other times as may reasonably be requested by Agent or any Lender) to inspect the properties and facilities of Borrower and its Subsidiaries and to inspect, audit and make extracts from all of Borrower's and its Subsidiaries' records, files and books of account. Borrower shall deliver any document or instrument reasonably necessary for Agent or any Lender, as any of them may request, to obtain records from any service bureau maintaining records for Borrower or its Subsidiaries, including, without limitation, computer tapes and discs owned by Borrower and its Subsidiaries. Borrower shall instruct its and its Subsidiaries' banking and other financial institutions to make available to Agent and each Lender such information and records as Agent and each Lender may reasonably request. In connection with such investigations, Agent and each Lender may interview Borrower's and its Subsidiaries' employees, during normal business hours and as Agent or any Lender may reasonably request, and in a manner so as not Borrower and its Subsidiaries agree to interfere make their employees available for such interviews and shall instruct such employees to cooperate with the normal business operations Agent or such Lender for purposes of such investigation. With respect to all of the Sellerforegoing, Agent and each Lender shall maintain the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents confidentiality of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received and the contents of all records reviewed by it and shall not disclose any such information or the contents of any such records to any Person other than (i) to Agent's or such Lender's accountants or attorneys, in which event such accountants or attorneys shall similarly agree not to disclose such information or the contents of such records, (ii) to a potential purchaser of a Note or participant in the Loans, in which event such potential purchaser or participant shall similarly agree not to disclose such information or the contents of such records, (iii) except as provided in subparagraph (iv) below, upon the occurrence and continuance of an Event of Default, in which event the recipient thereof shall similarly agree not to disclose such information or the contents of such records, (iv) in connection with this Section 5(fthe exercise of any remedies of Agent or any Lender, as the case may be, under any Collateral Document and (v) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for extent any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted such disclosure is required by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)applicable law.

Access. With (a) From and after the Closing Date, in connection with any reasonable business purpose, including the preparation of Tax Returns, financial statements, SEC or bank regulatory reporting obligations, or the determination of any matter relating to the rights or obligations of Seller or any of its Affiliates under any Transaction Agreement, upon reasonable prior notice notice, and subject except as determined in good faith to be necessary to (i) ensure compliance with any applicable Law, (ii) preserve any applicable privileges privilege (including the attorney-client privilege), trade secrets, and or (iii) comply with any contractual confidentiality obligations, Parent shall, and shall cause each of Buyer, Company, Company Subsidiary and their respective Affiliates, and their respective Representatives to (A) afford the Seller shall permit and will cause each other Seller Party, each Company its Representatives 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 their respective Affiliates reasonable access, during normal business hours, to the properties, books and records of Buyer and its Affiliates in a manner so respect of Company, Company Subsidiary and the Business, (B) furnish to Seller and its Representatives and their respective Affiliates such additional financial and other information regarding Company, Company Subsidiary, their respective Affiliates and the Business as Seller or its Representatives may from time to time reasonably request and (C) make available to Seller and its Representatives and their respective Affiliates at Seller’s sole expense those employees of Buyer or its Affiliates whose assistance, expertise, testimony, notes or recollections or presence may be necessary to assist Seller, its Representatives or their respective Affiliates in connection with its inquiries for any purpose referred to above, including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not to unreasonably interfere with the normal business or operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives Affiliates; and provided, further, that the auditors and accountants of Buyer or its Affiliates shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. (b) If so requested by Buyer or Parent, on the one hand, or Seller or one of its Affiliates, on the other hand, Seller or one of its Affiliates, or Buyer, Parent or one of their respective Affiliates, as the case may be, shall enter into a customary joint defense agreement or common interest agreement with Parent, Buyer and their respective Affiliates, or Seller and its Affiliates, as applicable, with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”information to be provided to Seller pursuant to Section 7.01(a).

Access. With reasonable prior notice and subject to any applicable LawPromptly upon execution of this Agreement, any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, the Seller shall permit provide Buyer and will cause each other Seller PartyBuyer’s authorized representatives (i) reasonable physical access, each Company at Buyer’s sole risk, cost and Company Subsidiary andexpense, to the Assets to allow Buyer to conduct on-site Phase I environmental site assessments of the Assets, to the extent it Seller 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, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, grant such access; and investigations of (ii) access to the Business Records and other Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the extent such data and records are in Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the Subject Entities and its and their Affiliates or other Persons in respect of Buyer’s or its representatives’ actions while uponpossession and relate to the Assets; provided, entering however, Seller shall have no obligation to provide Buyer access to any interpretative or leaving predictive data or information which Seller believes in good faith it cannot lawfully provide Buyer because of third-party restrictions (to the extent any properties such data or information is proprietary or subject to third-party restrictions, Seller will use its commercially reasonable efforts to obtain any consents necessary to allow Buyer to review such data or information). In connection with any on-site inspections, Buyer agrees to not unreasonably interfere with the normal operation of the Assets and further agrees that under no circumstances shall it perform any invasive tests of any nature on the Assets without the express written consent of Seller or any and the operator of the Subject EntitiesXxxxx, such consent of Seller not to be unreasonably withheld. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injuryIN CONNECTION WITH GRANTING SUCH ACCESS, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF AND EXCEPT TO THE EXTENT THAT SUCH LOSSES ARISE OUT OF CLAIMS ARE CAUSED BY THE SOLE 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, BUYER WAIVES AND RELEASES ALL CLAIMS AGAINST SELLER INDEMNITEES (collectivelyGROUP FOR INJURY TO, “Investigation Losses”)OR DEATH OF PERSONS, OR DAMAGE TO PROPERTY INCURRED OR DIRECTLY CAUSED BY BUYER OR ITS REPRESENTATIVES IN CONNECTION WITH THE PERFORMANCE OF THIS DILIGENCE AND BUYER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER GROUP FROM AND AGAINST ALL SUCH CLAIMS.

Access. With reasonable prior notice (a) From and after the date hereof and up to and including the Closing Date (or earlier termination of this Agreement), but subject to the other provisions of this Section 10.1 and obtaining any applicable Lawrequired consents of Third Parties, any applicable privileges including Third Party operators of the Assets (including the attorney-client privilegewith respect to which consents EXCO shall use commercially reasonable efforts to obtain), trade secretsEXCO shall afford to BG and its officers, employees, agents, accountants, attorneys, investment bankers, consultants 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, authorized representatives of the Buyer to have reasonable (“BG’s Representatives”) full access, during normal business hours, to the Assets and all Records and other documents in a manner so as not EXCO’s or any of its Affiliates’ possession relating primarily to interfere with the Assets or the EXCO Subs. EXCO shall also make available to BG and BG’s Representatives, upon reasonable notice during normal business operations of the Sellerhours, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining EXCO’s personnel knowledgeable with respect to the Business Assets or the Subject EntitiesEXCO Subs in order that BG may make such diligence investigation as BG considers necessary or appropriate. Buyer All investigations and due diligence conducted by BG or any BG’s Representative shall have the right to generally conduct visualbe conducted at BG’s sole cost, non-invasive tests, examinations, risk and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions expense and any conclusions made from any examination done by BG or compliance with Environmental Requirementsany BG’s Representative shall result from BG’s own independent review and judgment. No sampling or other invasive BG shall coordinate its access rights and physical inspections of the Business Assets may be conducted without or the SellerEXCO Subs with EXCO to reasonably minimize any inconvenience to or interruption of the conduct of business by EXCO. BG shall, and shall cause all BG’s prior written consentRepresentatives to, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all abide by EXCO’s and any applicable Third Party operator’s safety rules, regulations and instructions issued by operating policies of which they are informed while conducting its due diligence evaluation of the Seller, the Subject Entities and its and their Affiliates Assets including any environmental or other Persons in respect of Buyer’s inspection or its representatives’ actions while upon, entering or leaving any properties assessment of the Seller Assets. (b) Before conducting any sampling, boring, drilling or other invasive investigation activities (“Invasive Activities”) on or with respect to any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection Properties, BG shall furnish EXCO with this Section 5(f) will be subject to the terms and conditions a written description of the Confidentiality Agreementproposed 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. The Buyer hereby agrees that it If any of the proposed Invasive Activities may unreasonably interfere with normal operation of the Properties, EXCO may request an appropriate modification of the proposed Invasive Activity. Any Invasive Activities shall be liable for conducted by a reputable environmental consulting or engineering firm, approved in advance by EXCO (such approval not to be unreasonably withheld or delayed) and, once approved, such environmental consulting or engineering firm shall be deemed to be a “BG’s Representative.” EXCO hereby approves AECOM and DNV as environmental consulting firms that may conduct such Invasive Activities, and each of AECOM and DNV is hereby deemed to be a “BG’s Representative.” BG, AECOM or DNV shall obtain all permits necessary to conduct any such Invasive Activities from any applicable Governmental Authorities, provided that upon request, EXCO shall provide BG, AECOM or DNV with assistance (at no cost or liability to EXCO) reasonably requested by BG, AECOM or DNV that may be necessary to secure such permits. EXCO shall have the right, at its option and expense, to split any samples collected from the Properties with BG. (c) BG hereby defends, indemnifies and holds harmless each of the operators of the Assets and EXCO Indemnified Parties from and against any and all Losses Liabilities attributable to personal injury, death or physical or other property damage, or violation of the SellerEXCO’s or its Affiliate’s Affiliates’ or any third Person Third Party operator’s rules, regulations or operating policies of which the Buyer BG or its representatives BG’s Representative associated with the Loss Liabilities had been informed in writinginformed, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities assessment or other due diligence activity conducted by the Buyer BG or any of its representatives BG’s Representative with respect to any of the Subject Entities and Assets or the BusinessEXCO Subs (whether prior to or after the execution hereof), EVEN IF SUCH LOSSES LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEESA MEMBER OF EXCO INDEMNIFIED PARTIES, EXCEPTING ONLY LOSSES LIABILITIES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES A MEMBER OF EXCO INDEMNIFIED PARTIES. (collectivelyd) BG agrees to review the report prepared by AECOM or DNV with respect to certain of the Assets and to disclose to EXCO such portions thereof as XX xxxxx reasonably appropriate to support any claims for Environmental Defects, “Investigation Losses”)or otherwise deems reasonably appropriate, and which BG does not believe in good faith need to remain privileged. Neither BG by its delivery of said documents nor EXCO by its receipt of said documents or otherwise shall be deemed to have made any representation or warranty, expressed, implied or statutory, as to the condition to the Assets or to the accuracy of said documents or the information contained therein. (e) Upon completion of BG’s due diligence, BG shall at its sole cost and expense and without any cost or expense to EXCO or its Affiliates, (i) repair all physical damage done to the Assets in connection with BG’s due diligence, (ii) restore the Assets to the approximate same or better physical condition than it was prior to commencement of BG’s due diligence and (iii) remove all equipment, tools or other property brought onto the Assets in connection with BG’s due diligence. Any disturbance to the Assets (including the real property associated with such Assets) resulting from BG’s due diligence will be promptly corrected by BG.

Access. 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 a) Each Seller shall permit afford to Buyer and will cause each other Seller Party, each Company and Company Subsidiary and, to its authorized representatives from the extent it has Execution Date until the Legal Right, each Company Joint Venture Entity, to permit, representatives of the Buyer to have reasonable accessClosing Date, during normal business hours, reasonable access to the Assets (subject to the terms, conditions and in restrictions of agreements related to Assets to which such Seller is a manner so party and the consent of the operator, as not applicable) and to interfere such Seller’s title, Surface Leases, Contracts, environmental and legal materials, books, records, statements and operating data and other information relating to the Assets, together with the normal business operations opportunity to make copies of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnelsuch materials, books, records and other documents and information at Buyer’s expense, and will furnish to Buyer such other information in Sellers’ possession with respect to the Assets as Buyer may reasonably request; provided, however, that all such information shall be held in confidence by Buyer in accordance with the terms of the Confidentiality Agreement; provided, further, that in no event shall Sellers be obligated to provide (including Tax Recordsi) access or information in violation of Applicable Law, (ii) any information the disclosure of which would cause the loss of any legal privilege available to any Seller relating to such information or would cause any Seller to breach a confidentiality obligation to which it is bound; provided that the applicable Seller has used its reasonable efforts to protect the privilege or to obtain a waiver of the applicable contractual obligation, or (iii) copies of bids, letters of intent, expressions of interest or other proposals received from other Persons in connection with the transactions contemplated by this Agreement or information and analyses relating to such communications, except to the extent required in the Bid Procedures Order. (b) [Reserved]. (c) [Reserved]. (d) BUYER SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD EACH SELLER, EACH OF THEIR SUCCESSORS, THEIR AFFILIATES AND ALL OF THEIR RESPECTIVE DIRECTORS AND OFFICERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES CAUSED DIRECTLY OR INDIRECTLY BY THE ACTS OR OMISSIONS OF BUYER, BUYER’S AFFILIATES OR ANY PERSON ACTING ON BUYER’S OR ITS AFFILIATE’S BEHALF IN CONNECTION WITH ANY DUE DILIGENCE CONDUCTED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY SITE VISITS CONDUCTED PURSUANT TO SECTION 5.03(a), contracts and documents of or pertaining to the Business or the Subject EntitiesEXCEPT TO EXTENT SUCH CLAIMS OR LOSSES ARISE FROM THE WILLFUL MISCONDUCT OF SELLERS. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and 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 invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations regulations, policies and instructions issued reasonably required by the SellerSellers, the Subject Entities and its and their Affiliates or other Persons in respect any Third Party operator of any Assets, which are provided to Buyer regarding Buyer’s or its representatives’ actions while upon, entering or leaving any Asset, including any insurance requirements that Sellers may reasonably impose, or any such Third Party operator may impose, on contractors authorized to perform work on any Asset owned or operated by Sellers (or any such Third Party operator, as applicable). (e) From and after the Closing, Buyer shall afford to each third party acquiror (and their respective Representatives) of Excluded Assets pursuant to a definitive agreement that is approved by the Bankruptcy Court (each, an “Excluded Asset PSA”), reasonable access to the Properties for the purpose of inspecting and removing such Excluded Assets, in each case, (x) on the same terms as Sellers are affording access to Buyer pursuant to this Section 5.03, mutatis mutandis and (y) solely to the extent such Excluded Asset PSA contains a covenant substantially similar to this Section 5.03(e) for the benefit of Buyer; provided that, the cost of any such inspection or removal shall be at the sole cost of the applicable third party acquiror. Each such third party acquiror shall be a third party beneficiary of this Section 5.03(e). Sellers shall require each Excluded Asset PSA to include a covenant substantially similar to this Section 5.03(e) for the benefit of Buyer. From and after the Closing, each Seller shall afford Buyer and its Representatives access, during normal business hours, to all properties of the Seller or any of the Subject Entities. The Buyer acknowledges Sellers and agrees that any information received in connection with this Section 5(f) will be Sellers’ Affiliates subject to surface leases, licenses, subleases, rental or occupancy agreements, concessions and other agreements (written or oral) constituting Excluded Assets hereunder that are not conveyed to a third party acquiror pursuant to an Excluded Asset PSA for the terms purpose of allowing Buyer to inspect and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for remove any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)Assets located on such properties.

Access. With Upon reasonable notice, from the date hereof through the Closing Date, the Sellers shall afford to the officers, employees, accountants, legal counsel and other representatives of the Buyer full access upon 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 hourshours to all of the properties, books, contracts, commitments, SAP data bases and associated files, file structure and file field definitions, Financial Information and records of the Sellers related to the Purchased Assets. Buyer shall be entitled to conduct appraisals of all or any portion of the Purchased Assets and to conduct inspections thereof. In addition, Sellers shall grant Buyer limited access (with Florsheim's participation in a manner so such contacts) to the Major Customers, the Major Suppliers and the lessors of the Purchased Stores and shall reasonably cooperate with Buyer in communicating with such persons. Nothing in this Agreement shall prevent Buyer or its Affiliates from initiating or having contact with any Person (including Major Customers, Major Suppliers and the lessors of the Purchased Stores) in the ordinary course of Buyer's business, provided that prior to the Effective Time of Closing Buyer shall have no discussion regarding this Agreement or the Sellers (except to confirm information publicly disclosed by the Sellers or to state that such matters cannot be discussed) except with Florsheim's participation. Between the date hereof and the Closing Date, the Sellers shall use commercially reasonable efforts to make available to Buyer the services of the Sellers' information technology employees as not to reasonably requested by Buyer, provided, however, that any request that, in the Sellers' discretion, would significantly interfere with the normal business operations ordinary course operation of the SellerSellers' business would not be reasonable for this purpose. If Buyer expressly requests that Sellers use their best efforts to retain the services of a particular information technology employee, Buyer shall reimburse the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records Sellers for the Sellers' costs (including Tax Recordssalary and benefits but not corporate overhead), contracts determined on an hourly basis, of continuing to employ any such information technology employee, and documents of or pertaining to the Business or the Subject Entities. Buyer shall have reimburse the right to generally conduct visual, non-invasive tests, examinations, and investigations Sellers for the full cost of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued any severance obligations incurred by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives Sellers with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)such information technology employee.

Access. With reasonable prior notice During the Pre-Closing Period, Seller shall, and subject shall cause the Sold Companies to, (i) reasonably cooperate with Buyer to any applicable Law, any applicable privileges 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 (including provided that such cooperation does not unreasonably interfere with the attorney-client privilegeBusiness or the business of Seller), trade secretsand (ii) afford to Buyer, through its employees and contractual confidentiality obligationsauthorized representatives, the Seller shall permit reasonable access during normal business hours and will cause each other Seller Party, each Company and Company Subsidiary andupon prior reasonable written notice to Seller, to the extent it has the Legal Rightofficers, each Company Joint Venture Entityproperties, to permitfacilities, representatives assets, Contracts, books, financial information and records of the Buyer Sold Companies (including (x) working papers and data in the possession of Seller or the Sold Companies or its accountants and (y) IT staff in order to have reasonable access, during normal business hours, and in a manner so as assess the transition of IT services to Buyer); provided that such access does not to interfere unreasonably with the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business Seller or the Subject Entities. Sold Companies; and provided, further, that such access shall not include any invasive or destructive sampling or testing of any environmental medium or building material; provided, further, Buyer shall not have the right access to generally conduct visualpersonnel records of Seller or its Affiliates relating to individual performance or evaluation records, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling medical histories or other invasive inspections of the Business Assets may be conducted without the information which in Seller’s prior written consent, good faith opinion is sensitive or the disclosure of which shall not be unreasonably withheldcould subject Seller or any of its Affiliates to risk of liability. The Buyer agrees to comply fully with all rules, regulations and instructions issued by If the Seller, the Subject Entities and its and their Affiliates or other Persons in respect of Buyer’s or its representatives’ actions while upon, entering or leaving 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 Business or Seller’s or its Affiliates’ (or their Representatives’) evaluation of the Business in connection therewith, including projections, financial or other information relating thereto, or (C) any consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Subject EntitiesSold Companies) is the common parent or any other information relating to Taxes or Tax returns other than information relating solely to the Sold Companies; provided, however, that Seller shall cooperate with Buyer and shall use commercially reasonable efforts to design and implement alternative disclosure arrangements and, to the extent available, use such alternative disclosure arrangements to provide information, documents, and access to the Buyer and its representatives, agents, employees, counsel, and advisors in a manner that would not violate applicable Law or Order or cause the loss of attorney-client privilege with respect thereto. The Buyer acknowledges and agrees parties agree that any information received in connection with this Section 5(f) will be subject to the terms and conditions provisions of the Confidentiality Agreement. The Buyer hereby agrees that it Agreement shall continue in full force and effect following the execution and delivery of this Agreement until the Closing, and all information obtained pursuant to this Section 5.2 shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated kept confidential in accordance with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)Confidentiality Agreement.

Access. With reasonable prior notice and subject (a) Lessor hereby grants 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, the Subject Entities Lessee and its and their respective Affiliates, to all premisesagents, properties, designated executive officers employees and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES contractors (collectively, “Investigation LossesLessee’s Parties”) free of charge, an irrevocable, non-exclusive right of access to and use of those portions of the Refinery Site that are reasonably necessary for access to and/or the operation of the Relevant Assets and Additional Improvements by Lessee as a stand-alone enterprise, all so long as such access and use by any of Lessee’s Parties does not unreasonably interfere in any material respect with Lessor’s operations at the Refinery Site and complies with Lessor’s rules, norms and procedures governing safety and security at the Refinery Site. The facilities on the Refinery Site that are subject to the access and use rights provided under this Section, are referred to herein as the “Shared Access Facilities”. Notwithstanding the foregoing, the provisions of this Section 2.2(a) shall relate only to access and use of the Shared Access Facilities, and the Site Services Agreement shall cover all services that are to be provided by Lessor under the terms of the Site Services Agreement. (b) Lessor hereby retains for itself and its Affiliates, agents, employees and contractors (collectively, “Lessor’s Parties”), the right of access to all of the Premises and the Relevant Assets (i) to determine whether the conditions and covenants contained in this Lease are being kept and performed, (ii) to comply with Environmental Laws, and (iii) to inspect, maintain, repair, improve and operate the SUMF Assets and the Shared Access Facilities and any assets of Lessor located on the Premises or to install or construct any structures or equipment necessary for the maintenance, operation or improvement of any such assets or the installation, construction or maintenance of any Connection Facilities, all so long as such access by Lessor’s Parties does not unreasonably interfere in any material respect with Lessee’s operations on the Premises and complies with Lessee’s rules, norms and procedures governing safety and security at the Premises.

Access. With reasonable prior notice and subject to any applicable Law(a) The Company will, any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, the Seller shall permit and will cause each other Seller Partyits Subsidiaries, each Company officers, directors and Company Subsidiary andemployees to, to the extent it until an Equityholder no longer has the Legal Rightright to nominate at least one Director under Section 2.1 (or, each Company Joint Venture Entityin the case of an Equityholder that is a Strategic Investor, until (x) the Strategic Investor Group no longer has the right to permitnominate at least one Director under Section 2.1 and (y) such Strategic Investor has a Percentage Interest equal to at least 2%, representatives or in the case of BHN, has a Percentage Interest equal to at least 50% of its Percentage Interest as of the Buyer to have reasonable accessEffective Date (as may be adjusted on the Adjustment Date)), (i) afford the officers, employees, auditors and contract employees of that Equityholder and its Controlled Affiliates, during normal business hourshours and on reasonable notice, and in a manner so as not reasonable access to interfere with the normal business operations of the Seller, the Subject Entities Company’s and its and their AffiliatesSubsidiaries’ officers, to all premisesemployees, properties, designated executive offices, plants and other facilities and to all books and records, and (ii) afford that Equityholder the opportunity to discuss the Company’s and its Subsidiaries’ affairs, finances and accounts with the Company’s and its Subsidiaries’ officers and personnelfrom time to time as the Equityholder may reasonably request, booksin each event, records (including Tax Records), contracts and documents of or pertaining only to the Business extent necessary or reasonably appropriate to accomplish the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations reasonable purpose of the Business Assets, including those assessments necessary to determine proposed inspection. If following such discussion the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections Equityholder determines that it needs further financial information of the Business Assets may be conducted without Company and its Subsidiaries, then the Seller’s prior Equityholder will provide a written consent, which shall not be unreasonably withheldrequest of the same to the chief financial officer of the Company including a description of the type of information needed from the auditors. The Buyer agrees chief financial officer of the Company will promptly make the request of the Company’s auditors to comply fully discuss the requested issues with all rulesthe requesting Equityholder. (b) The officers, regulations employees, auditors and instructions issued by the Seller, the Subject Entities and its and their Affiliates or other Persons in respect contract employees of Buyer’s any Equityholder or its representatives’ actions while upon, entering or leaving any properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Controlled Affiliates having access rights under Section 5(f2.5(a) will be subject limited to those officers, employees, auditors and contract employees of the Equityholder and its Controlled Affiliates with a need to have the above-described access rights for the purpose of evaluating the Equityholder’s equity investment in the Company and the LLC, but, insofar as such access rights provide access to information that relates, in each case, to the terms and conditions Company’s retail business, may not include any officer or employee that is directly responsible for the day-to-day operations of such Equityholder that are competitive with the business of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities Company and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)LLC.

Access. With reasonable (a) During the period following the execution of this Agreement and 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 andClosing, to the extent it has not prohibited by applicable law or order and subject to the Legal Rightconfidentiality provisions contained in the Confidentiality Agreement, each Company Joint Venture Entity, to permit, representatives of the Buyer parties hereto and their representatives shall have the right, upon reasonable request from time to time upon reasonable prior notice to the other party, to have reasonable access, access during normal business hourshours to such books, records and accounts, including financial information, correspondence, production records, employment records and other similar information relating to (i) in the case of Intcomex, the Business, and (ii) in a manner so as the case of BPI, the Purchased Intcomex Stock. All access provided to the parties hereto and their representatives hereunder shall be at their expense. In exercising their rights under the foregoing provisions of this Section 9.2, the parties and their respective representatives shall not to interfere with the other party’s normal business operations and shall treat, and shall cause their representatives and their Affiliates to treat, as confidential all information related to the Business and the Purchased Intcomex Stock and all information provided pursuant to this Section 9.2. (b) Notwithstanding the foregoing, following the Closing, subject to the confidentiality provisions contained in the Confidentiality Agreement, each of Intcomex and BPI shall provide reasonable access to the other and their respective Affiliates, accountants, counsel, financial advisors, and other representatives to the Tax records, financial statements, records relating to employees and quality control records and procedures included in the Business Assets pertaining exclusively to the pre-Closing operations of the Seller, the Subject Entities Business (and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visualmake copies or extracts therefrom if necessary) and other information necessary in connection with the Parties’ preparation of any Tax Returns, nonTax audits or proceedings, any pre-invasive tests, examinations, and investigations Closing obligations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges BP Parties, Intcomex Parties, Excluded Liabilities, Excluded Assets, Employee Benefit Plans, Employee Welfare Benefit Plans, Employee Pension Benefit Plans, Foreign Plans, insurance policies, any reimbursement required under Section 9.19 and agrees that any indemnification claims arising under ARTICLE X. (c) All information received by any BP Party, Intcomex Party or their respective representatives in connection with this Section 5(f) Agreement and the transactions contemplated hereby will be subject held by such party as confidential information pursuant to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”).

Access. With reasonable prior notice (a) Between the date of execution of this Agreement and subject continuing until the Closing Date, Seller will give Purchaser and its representatives access to any applicable Lawthe Pipeline Assets and access to the Records in Seller’s or the Acquired Companies’ possession, any applicable privileges (including for the attorney-client privilege)purpose of conducting an investigation of the Acquired Companies and the Pipeline Assets and copying the Records, trade secrets, and contractual confidentiality obligations, the Seller shall permit and will cause each other Seller Party, each Company and Company Subsidiary and, but only to the extent it has that Seller may do so without violating any obligations to any third party and to the Legal Right, each Company Joint Venture Entity, extent that Seller or the Acquired Companies have authority to permit, representatives of grant such access without breaching any restriction binding on Seller or the Buyer Acquired Companies. Such access by Purchaser shall be limited to have reasonable access, during Seller’s normal business hours, and any weekends and after hours requested by Purchaser that can be reasonably accommodated by Seller, and Purchaser’s investigation shall be conducted in a manner so as not to interfere that minimizes interference with the normal business operations operation of the Pipeline Assets. All information obtained by Purchaser and its representatives under this Section shall be subject to the terms of Section 11.4(b)(v) and the terms of that certain confidentiality agreement among Anadarko E&P Onshore LLC, Western Gas Partners LP and Purchaser dated March 9, 2015, as amended (the “Confidentiality Agreement”). (b) Between the date of this Agreement and the date that is five (5) Business Days prior to the Closing Date, upon prior written notice to Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer Purchaser shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations a Phase I Environmental Site Assessment of all or any portion of the Business Assets, including those assessments necessary to determine Pipeline Assets (the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent“Assessment”), which shall not be unreasonably withheld. conducted by TRC Companies, Inc. The Buyer agrees to comply fully with all rulesAssessment shall be conducted at the sole cost and expense of Purchaser, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will shall be subject to the terms indemnity provisions of Section 7.1(c) and conditions of the Confidentiality AgreementSection 11.4(b)(v). The Buyer hereby agrees that it shall be liable for Purchaser may not operate equipment or conduct any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigative activity with respect to the Pipeline Assets (“Invasive Activity”) without the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion. If Purchaser wishes to conduct an Invasive Activity, Purchaser shall furnish for Seller’s review and approval (which may be withheld in Seller’s sole discretion) a proposed scope of such Invasive Activity, including a description of the activities to be conducted and a description of the approximate locations of such activities. Seller shall have the right to be present during any Assessment of the Pipeline Assets and shall have the right, at its option and expense, to split samples with Purchaser, if applicable. The access granted to Purchaser under this Section 7.1(b) shall be limited to Seller’s normal business hours or as otherwise agreed in advance, and Purchaser’s investigation activities shall be conducted in a manner that minimizes interference with the operation of the Pipeline Assets. Purchaser shall abide by Seller’s safety rules, regulations, and operating policies (including the execution and delivery of any documentation or paperwork, e.g., confidentiality agreements or liability releases, with respect to Purchaser’s access to any of the Pipeline Assets) while conducting its due diligence evaluation of the Pipeline Assets. After completing any Assessment of the Pipeline Assets, Purchaser shall, at its sole cost and expense, restore the Pipeline Assets to their condition prior to the commencement of such Assessment, unless Seller requests otherwise, and if Seller permits Purchaser to conduct an Invasive Activity, shall promptly dispose of all corings or other investigative-derived wastes generated in the course of such Invasive Activity. Purchaser shall maintain, and shall cause its officers, employees, representatives, consultants and advisors to maintain, all information obtained by Purchaser pursuant to any Assessment or other environmental due diligence activity conducted by (the Buyer “Environmental Information”) as strictly confidential in perpetuity, unless disclosure of any facts discovered through such Assessment is required, on the advice of counsel, under any Environmental Laws, other Laws, or to comply with any subpoena, court or administrative order or, following the Closing, any contractual or legal obligation of its representatives Purchaser. Purchaser shall provide Seller with a copy of the final draft of all environmental reports prepared by, or on behalf of, Purchaser with respect to any Assessment or permitted Invasive Activity conducted on the Pipeline Assets. In the event that any necessary disclosures under applicable Environmental Laws are required, upon the advice of counsel, with respect to matters discovered by any Assessment conducted by, for or on behalf of Purchaser, Purchaser agrees that Seller shall be the Subject Entities and responsible party for disclosing such matters to the Businessappropriate Governmental Bodies. (c) PURCHASER HEREBY AGREES TO DEFEND, EVEN IF SUCH INDEMNIFY, RELEASE, PROTECT, SAVE AND HOLD HARMLESS THE SELLER INDEMNITEES FROM AND AGAINST ANY AND ALL LOSSES ARISE AND CLAIMS ARISING OUT OF OR RESULT FROMRELATING TO ANY DUE DILIGENCE ACTIVITY CONDUCTED BY PURCHASER OR ITS AGENTS, SOLELY WHETHER BEFORE OR AFTER THE EXECUTION OF THIS AGREEMENT, INCLUDING ANY LOSSES RESULTING, IN WHOLE OR IN PART, FROM THE SOLE, ACTIVE, PASSIVE PASSIVE, GROSS, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY THE 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. With reasonable prior notice and subject (a) During the Term, Lessor hereby grants 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, the Subject Entities Lessee and its and their respective Affiliates, to all premisesagents, properties, designated executive officers employees and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES contractors (collectively, “Investigation LossesLessee’s Parties”) for no additional consideration, an irrevocable, non-exclusive right of access to and use of those portions of the Refinery Site that are reasonably necessary for access to and/or the operation, maintenance, replacement, inspection, protection, repair and removal of the Relevant Assets and Additional Improvements by Lessee, all so long as such access and use by any of Lessee’s Parties does not unreasonably interfere in any material respect with Lessor’s operations at the Refinery Site and complies with Lessor’s rules, norms and procedures governing safety and security at the Refinery Site. The facilities from time to time on the Refinery Site that are subject to the access and use rights provided under this Section 2.2, are referred to herein as the “Shared Access Facilities.” Notwithstanding the foregoing, the provisions of this Section 2.2(а) shall relate only to access and use of the Shared Access Facilities, and the Site Services Agreement shall cover all services that are to be provided by Lessor under the terms of the Site Services Agreement. (b) Lessor hereby retains for itself and its Affiliates, agents, employees and contractors (collectively, “Lessor’s Parties”), the right of access to all of the Premises, the Relevant Assets and the Additional Improvements (i) to determine whether the conditions and covenants contained in this Lease are being kept and performed, (ii) to comply with Environmental Laws, (iii) to inspect, maintain, repair, improve and operate the SUMF Assets and the Shared Access Facilities and any assets of Lessor located on the Premises or to install or construct any structures or equipment necessary for the maintenance, operation or improvement of any such assets or the installation, construction or maintenance of any Connection Facilities, or (iv) if reasonably necessary for access to and/or the operation, maintenance, replacement, inspection, protection, repair and removal of any of Lessor’s assets, all so long as such access by Lessor’s Parties does not unreasonably interfere in any material respect with Lessee’s operations on the Premises and complies with Lessee’s rules, norms and procedures governing safety and security at the Premises.

Access. With Graco and Graco US Finishing Brands shall in good faith work with the Hold Separate Trustee to provide Purchaser Parent and its representatives: (i) reasonable prior notice access to the Asset Selling Subsidiaries’ and subject the Acquired Subsidiaries’ respective employees, accountants, lenders, attorneys, insurers and other third-party representatives engaged with respect to any applicable Lawthe Liquid Finishing Business, any applicable privileges (including ii) reasonable access to the attorney-client privilege)Asset Selling Subsidiaries’ and the Acquired Subsidiaries’ properties, trade secretsContracts, Books and Records, and contractual confidentiality obligationsother 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 Seller 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 permit in good faith work with the Hold Separate Trustee to cooperate and will cause each other Seller Party, each Company and Company Subsidiary andassist, to the extent it has the Legal Rightreasonably requested by Purchaser Parent and its representatives, each Company Joint Venture Entity, to permit, representatives with Purchaser Parent’s investigation of the Buyer to have reasonable accessproperties, during normal business hoursassets, and in a manner so as not to interfere with the normal business operations financial condition of the SellerLiquid 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 Subject Entities Final Order and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of the Hold Separate Trustee. Notwithstanding the foregoing or pertaining anything in this Agreement to the Business contrary, in no event shall Purchaser Parent or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations US Purchaser or any of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the Subject Entities and its and their respective Affiliates or other Persons their respective representatives be entitled to conduct any Phase I Environmental Site Assessment or Phase II Environmental Site Assessment in respect of Buyerthe Owned Real Property or the Leased Real Property, on or before the Closing Date without the written consent of Graco; provided, however, that Graco shall obtain from Graco’s or its representatives’ actions while upon, entering or leaving any properties of the Seller or any of the Subject Entities. The Buyer acknowledges environmental consultants a reliance letter to allow Purchaser Parent and agrees that any information received in connection with this Section 5(f) will be subject US Purchaser to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for rely upon any and all Losses attributable to personal injury, death or physical or other property damage, or violation Phase I Environmental Site Assessments prepared by such environmental consultants in respect of the Seller’s or its Affiliate’s or Owned Real Property and the Leased Real Property located in the United States, it being acknowledged and agreed that, if any third Person operator’s rulessuch Phase I Environmental Site Assessments must be updated in order to allow Purchaser Parent and US Purchaser to rely on same, regulations or operating policies Graco shall, upon the request of which Purchaser Parent, cause such Phase I Environmental Site Assessments to be updated, with the Buyer or its representatives costs and expenses associated with the Loss had been informed in writing, arising out of, resulting from or relating such updates to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted be borne by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)Purchaser Parent.

Access. With From the date hereof through the Closing Date, the Companies and the AEC Subsidiary shall provide Buyer and its authorized agents, officers and representatives reasonable prior notice access to (a) their books, files and subject records (including such records as related to the financial affairs, Business Operations and Business Employees of the Companies and the AEC Subsidiary), (b) to their Real Property and its associated facilities, equipment and other properties, (c) any data, information or copies of documents with respect to any applicable LawGovernmental Authorization, Release, Remediation, Environmental Liability or Environmental Claim with respect to the Companies and AEC Subsidiary that was made available to the insurer and underwriter for the Environmental Insurance Policy (excluding any applicable privileges 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 (including 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 its sole discretion; provided, however, that such examinations and investigations and assessments shall be conducted during the Companies’ and the AEC Subsidiary’s normal business hours, with reasonable advance notice to and coordination with Xxxx Xxxx and Xxxxx Xxxxxx, shall not unreasonably interfere with the operations and activities of the Companies or the AEC Subsidiary, and in no event shall involve the performance of subsurface or other intrusive testing; provided, further, that neither Buyer nor any of its Affiliates, nor any of their respective employees, counsel, accountants, consultants, financing sources and their respective representatives, shall contact any competitor, supplier, distributor or customer of the Companies or the AEC Subsidiary for the purpose of discussing the Companies, the AEC Subsidiary or any aspect of their respective Business Operations or Seller, this Agreement or the transactions contemplated hereby without the prior written consent of Seller. Notwithstanding the foregoing or anything contained herein to the contrary, Buyer and its 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), trade secrets(y) such examination could contravene any Law, and contractual confidentiality obligations, the Seller shall permit and will cause each other Seller Party, each Company and Company Subsidiary and, fiduciary duty or binding agreement entered into prior to the extent it has date hereof, or (z) such event could jeopardize 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, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business Companies’ or the Subject EntitiesAEC Subsidiary’s relationships with their respective customers, suppliers and other applicable third parties. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, All investigations and 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 invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of shall be conducted at Buyer’s sole cost, risk and expense and Buyer shall indemnify and hold Seller Indemnified Parties, the Subject Entities Companies and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES AEC Subsidiary harmless from and against any and all costs and expenses (collectively, “Investigation Losses”)including reasonable attorneys’ fees) resulting from Buyer’s due diligence and investigations.

Access. With reasonable prior notice (a) From and after the date hereof and up to and including the Closing Date (or earlier termination of this Agreement) but subject to applicable laws, the other provisions of this Section 10.1 and obtaining any applicable Lawrequired consents of Third Parties, any applicable privileges including Third Party operators of the Assets (including the attorney-client privilegewith respect to which consents Seller shall use commercially reasonable efforts to obtain), trade secrets, and contractual confidentiality obligations, the Seller shall permit afford to Buyer and will cause each its officers, employees, agents, accountants, attorneys, investment bankers and other Seller Party, each Company and Company Subsidiary and, to the extent it has the Legal Right, each Company Joint Venture Entity, to permit, authorized representatives of the Buyer to have reasonable (“Buyer’s Representatives”) full access, during normal business hours and upon reasonable notice, to the Assets and all Records and other documents in Seller’s or any their respective Affiliates’ possession relating primarily to the Assets. Seller shall also make available to Buyer and Buyer’s Representatives, upon reasonable notice during normal business hours, and in a manner so as not to interfere Seller’s personnel knowledgeable with the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining respect to the Business Assets in order that Buyer may make such diligence investigation as Buyer considers necessary or appropriate. All investigations and due diligence conducted by Buyer or any Buyer’s Representative shall be conducted at Buyer’s sole cost, risk and expense and any conclusions made from any examination done by Buyer or any Buyer’s Representative shall result from Buyer’s own independent review and judgment. (b) Buyer shall be entitled to conduct a non-invasive environmental site assessment with respect to the Subject EntitiesAssets. Buyer Seller or its designee shall have the right to generally conduct visualaccompany Buyer and Buyer’s Representatives whenever they are on site on the Assets. Notwithstanding anything herein to the contrary, non-invasive tests, examinationsBuyer shall not have access to, and investigations shall not be permitted to conduct any environmental due diligence with respect to any Assets where Seller does not have the authority to grant access for such due diligence; provided, however, Seller shall use its commercially reasonable efforts to obtain permission from any Third Party operator to allow Buyer and Buyer’s Representatives such access, it being understood by Buyer that the execution by Buyer of the Business Assets, including those a customary boarding agreement may be a condition of such access. (c) Buyer shall coordinate its environmental site assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive and physical inspections of the Business Assets may be conducted without with Seller to minimize any inconvenience to or interruption of the conduct of business by Seller’s prior written consent. Buyer shall abide by Seller’s, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all and any Third Party operator’s, safety rules, regulations and instructions issued by operating policies while conducting its due diligence evaluation of the Seller, the Subject Entities and its and their Affiliates Assets including any environmental or other Persons in respect of Buyer’s inspection or its representatives’ actions while upon, entering or leaving any properties assessment of the Seller or any of the Subject EntitiesAssets. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for to defend, indemnify and hold harmless each of the Third Party operators and owners of the Assets and Seller Indemnified Parties from and against any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, Liabilities arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives Buyer’s Representative with respect to the Assets, even if such Liabilities arise out of or result from, solely or in part, the sole, active, passive, concurrent or comparative negligence, strict liability or other fault or violation of Law of or by any such Third Party operator or owner or Seller Indemnified Party, excepting only Liabilities actually resulting on the account of the gross negligence or willful misconduct of such person. (d) Upon Seller’s request, Buyer agrees to provide Seller promptly, but not later than the Environmental Claim Date, copies of all reports, test results, and other documentation and data prepared or compiled by Buyer and/or any of Buyer’s Representatives and which contain information collected or generated from Buyer’s due diligence with respect to the Subject Entities Assets. Seller shall not be deemed by its receipt of said documents or otherwise to have made any representation or warranty, expressed, implied or statutory, as to the condition to the Assets or to the accuracy of said documents or the information contained therein. (e) Upon completion of Buyer’s due diligence, Buyer shall at its sole cost and expense and without any cost or expense to Seller or its Affiliates, (i) repair all damage done to the BusinessAssets in connection with Buyer’s due diligence in accordance with recognized industry standards or requirements of Third Party operators, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM(ii) restore the Assets to the approximate same or better condition than existed prior to commencement of Buyer’s due diligence, SOLELY OR IN PARTto the full extent of any damage related to Buyer’s due diligence, THE SOLEand (iii) remove all equipment, ACTIVEtools or other property brought onto the Assets in connection with Buyer’s due diligence. Any disturbance to the Assets (including, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCEwithout limitation, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEESany real property, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENTplatform or other fixtures associated with such Assets) resulting from Buyer’s due diligence will be promptly corrected by Buyer. (f) During all periods that Buyer, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES and/or any of Buyer’s Representatives are on the Assets, Buyer shall maintain, at its sole expense and with insurers reasonably satisfactory to Seller, policies of insurance of the types and in the amounts reasonably requested by Seller. Coverage under all insurance required to be carried by Buyer hereunder will (collectivelyi) be primary insurance, “Investigation Losses”)(ii) list Seller Indemnified Parties as additional insureds, (iii) waive subrogation against Seller Indemnified Parties, (iv) be maintained for three years following Buyer’s and/or Buyer’s Representatives due diligence activities, and (v) provide for 30 days’ prior notice to Seller in the event of cancellation or modification of the policy or reduction in coverage. Upon request by Seller, Buyer shall provide evidence of such insurance to Seller prior to entering upon the Assets.

Access. With reasonable After the date hereof and prior notice and subject to any applicable Lawthe Closing, any applicable privileges (including the attorneySellers agree that HCE-client privilege), trade secretsRockfort 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 confidentiality obligations, the Seller shall permit and will cause each other Seller Party, each Company and Company Subsidiary andpowers available to it to cause, to the extent it has possible, the Legal RightPower Company to permit (subject in each case to any contractual, each Company Joint Venture Entityfiduciary or similar obligation of HCE-Rockfort or any Jamaica Subsidiary), to permitPurchaser and its executive officers, managers, counsel, accountants and other representatives of the Buyer to have reasonable access, upon reasonable advance notice, during normal regular business hours, to the assets, employees, properties, books and 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 Power 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 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 itself in a manner so as that could not be reasonably expected to interfere with the normal business operations operation, maintenance or repair of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents assets of HCE-Rockfort or pertaining to the Business or the Subject Entitiessuch Jamaica Subsidiary. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and 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 invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or Neither Purchaser nor any of its representatives with respect to shall conduct any environmental testing or sampling on any of the Subject Entities business or property sites of HCE-Rockfort or the Jamaica Subsidiaries prior to the Closing Date. Each Party shall, and shall cause its Affiliates and representatives to, hold in strict confidence all documents and information furnished to it by another Party in connection with the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)transactions contemplated by this Agreement in accordance with the Confidentiality Agreement.

Access. With reasonable prior notice Buyer 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, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall Parties will have the right to generally enter the Real Property, at reasonable times and at their own risk and expense, through and including the Closing Date in order to confirm any existing or to conduct visualany further studies, non-invasive testsinquiries, examinationsor investigations or to take inventories, survey areas, monitor conditions, prepare reports and investigations of otherwise prepare to take title to the Business AssetsProperty, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of this Section 4.4; provided, however, that Buyer’s purchase of the Confidentiality AgreementProperty shall not be conditioned on the results of any such confirmation or additional studies. The Buyer hereby shall not unreasonably interfere with the use of the Property by any existing tenant, licensee or other occupant of the Real Property under any Existing Lease (“Existing Occupants,” which definition shall not include LUT) or any tenant, licensee, or other occupant of the Property under any Lease entered into after the Effective Date as authorized herein (“New Occupant” and together with the Existing Occupants, “Occupants”). Buyer shall not unreasonably interfere with Seller’s or its affiliates’ use of the Property. Buyer shall not conduct any invasive or intrusive testing, studies, or investigations, such as a phase two environmental assessment, without Seller’s prior written consent. Buyer shall provide Seller with reasonable prior written notice (or notice by electronic mail) of its desire to enter the Real Property for such purpose, which notice shall include a description of the activities to be performed and the areas of the Real Property to be accessed during such entry, and Buyer shall coordinate all such entry in advance with Xxxxxx Xxxxx, a representative of CP Management I, LLC, Seller’s Property Manager (“Property Manager”), or any other representative that Seller may designate from time to time in writing to Buyer. Seller reserves the right to have Xxxxxx Xxxxx or any other representative of Seller or Property Manager present at all times during any such access, and Seller shall use commercially reasonable efforts to have such representative available on the next business day following Buyer’s request during normal business hours. Buyer acknowledges that its access to certain Occupant spaces within the Real Property may be prohibited or limited by that Occupant’s Lease, or may require Buyer to execute a non-disclosure or confidentiality agreement. Buyer agrees that it shall be liable for not have access to such spaces unless it complies with such limitations and executes any reasonable non-disclosure or confidentiality agreement as required by the Occupant. As a condition of such entry, Buyer agrees to (a) obtain, carry and provide evidence to Seller of not less than Two Million and No/100 Dollars ($2,000,000.00) worth of commercial general liability insurance with a contractual liability endorsement insuring Buyer’s indemnity obligations hereunder, (b) pay when due all costs of activities performed by Buyer or the Buyer Parties in connection with such activities, (c) restore promptly any physical damage caused by such activities, and (d) defend, indemnify and save Seller and the Seller Parties harmless from any and all Losses attributable liabilities, costs, damages, expenses (including, but not limited to, attorneys’ fees and other professional fees and disbursements), claims, suits, actions, and losses of every name, kind and description by any person or entity as a result of or on account of any actual or alleged injuries or damages to personal injury, death persons or physical property received or other property damagesustained, or violation of any liens filed against the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES Property (collectively, “Investigation LossesClaims”)) incurred by or made or brought against Seller or any of the Seller Parties which Claims in any way arise out of, in connection with, or as a result of the acts or omissions of Buyer or the Buyer Parties in exercising Buyer’s rights under this Section 4.4; provided that Buyer shall have no liability for any preexisting condition on the Property that is discovered during Buyer’s inspections, except to the extent that Buyer or any Buyer Party exacerbates any such preexisting condition. Without limiting the generality of the foregoing, Buyer assumes all liability for actions brought by any of the Buyer Parties. The obligations set forth in this Section 4.4 shall survive the expiration or any termination whatsoever of this Agreement and shall survive Closing.

Access. With (a) During the period from the date hereof and continuing until the earlier of the termination of this Agreement or the Closing Date, the Acquired Companies will permit (or, with respect to non-controlled Acquired Subsidiaries, the Company will use commercially reasonable efforts to cause such Acquired Subsidiaries to permit) representatives of Buyer (including legal counsel and accountants) to have, upon reasonable prior notice and subject to any applicable Lawwritten notice, 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, access during normal business hourshours and under reasonable circumstances, and in a manner so as not to interfere with the normal business operations of the Seller, the Subject Entities Acquired Companies and its and their Affiliatesso as to comply with any then-applicable COVID-19 Measures, to all the premises, properties, designated executive officers and personnel, books, records (including Tax RecordsReturns (but excluding income Tax Returns of any federal consolidated (and state combined or unitary) group of which each Acquired Company is a member and limited with respect to all other Tax Returns and correspondence with accountants to the portions of such Tax Returns and correspondence with accountants that specifically relate to the Acquired Companies)), contracts Material Contracts, and documents of or pertaining to the Business or the Subject EntitiesAcquired Companies. Buyer and its Affiliates and Representatives shall be permitted to perform environmental sampling, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions, with the prior written consent of the Sellers’ Representative (which consent may not be unreasonably withheld, delayed or conditioned). Neither Buyer, the SPAC nor any of their respective Representatives will contact any employee, customer, supplier or landlord of any Acquired Company without the prior written consent of such Acquired Company, and such Acquired Company shall have the right to generally conduct visualhave a Representative participate in any such discussion. Notwithstanding anything to the contrary in this Section 6.4(a), non-invasive teststhe Acquired Companies and Sellers will not be required to provide information that (i) would violate applicable Law, examinations, and investigations (ii) would violate confidentiality obligations that the Acquired Companies or the Sellers have to third parties; provided that the Sellers’ Representative shall give notice to Buyer of the Business Assetsfact that such documents or information are being withheld, including those assessments necessary thereafter shall use its reasonable best efforts to determine obtain a waiver of such obligation from the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections third parties, and, until such waiver is obtained provide such documents and information to the fullest extent permissible without violating such obligations, (iii) relates to the sale process of the Business Assets may be conducted without the Seller’s prior written consentAcquired Companies, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the Subject Entities and its and their Affiliates or bids received from other Persons in respect of Buyer’s or its representatives’ actions while upon, entering or leaving any properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with the transactions contemplated by this Section 5(fAgreement and information and analysis relating to such bids, or (iv) constitutes information protected by the attorney/client and/or attorney work product privilege. Buyer will be subject comply with, and will cause its Representatives to comply with, all of its obligations under the confidentiality agreement previously signed with respect to the Transaction (the “Confidentiality Agreement”), between the Company and the SPAC with respect to the terms and conditions of this Agreement and the Transaction and the Acquired Companies’ information disclosed pursuant to this Section 6.4(a), which agreement will remain in full force and effect until the Closing Date and survive any termination of this Agreement in accordance with the terms of the Confidentiality Agreement. (b) During the period from the date hereof and continuing until the earlier of the termination of this Agreement or the Closing Date, SPAC will permit representatives of the Sellers and the Company (including legal counsel and accountants) to have, upon reasonable prior written notice, reasonable access during normal business hours and under reasonable circumstances, and in a manner so as not to interfere with the normal business operations of SPAC and its Affiliates and so as to comply with any then-applicable COVID-19 Measures, to the premises, personnel, books, records, contracts, and documents of or pertaining to SPAC, Buyer and Merger Sub. Notwithstanding anything to the contrary in this Section 6.4(b), SPAC, Buyer and Merger Sub will not be required to provide information that (i) would violate applicable Law, (ii) would violate confidentiality obligations that SPAC, Buyer, or Merger Sub have to third parties; provided that SPAC shall give notice to the Sellers’ Representative of the fact that such documents or information are being withheld and thereafter shall use its commercially reasonable efforts to cause such documents or information, as applicable, to be made available in a manner that would not cause such a violation, or (iii) constitutes information protected by the attorney/client and/or attorney work product privilege. The Buyer hereby agrees that it shall be liable for any Company will comply with, and will cause its Representatives to comply with, all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives obligations under the Confidentiality Agreement with respect to the terms and conditions of this Agreement and the Transaction and the information disclosed by SPAC, Buyer, and Merger Sub pursuant to this Section 6.4(b), which agreement will remain in full force and effect until the Closing Date and survive any termination of this Agreement in accordance with the terms of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)Confidentiality Agreement.

Access. With (a) Between the Execution Date and the Closing Date, Seller shall, and shall cause the Acquired Company and the Acquired Subsidiaries to, give Purchaser and its Representatives, upon reasonable prior advance notice to Seller or its Representatives, reasonable access to the Business and subject reasonable access to any applicable Lawand the right to copy, any applicable privileges at Purchaser’s sole cost, risk and expense, the Books and Records (including the attorney-client privilegeor originals thereof), trade secrets, and contractual confidentiality obligationsfor the purpose of conducting a reasonable due diligence review of the Acquired Company, the Seller shall permit Acquired Subsidiaries and will cause each other Seller Partythe Business, each Company and Company Subsidiary and, but only to the extent it has that Seller and the Legal RightAcquired Company may do so without violating any obligations to any Third Party and to the extent that Seller and the Acquired Company have the authority to grant such access without breaching any restrictions binding on them, in each Company Joint Venture Entitycase, as determined by Seller in its reasonable discretion; provided that Seller shall use Commercially Reasonable Efforts to permitcause such Third Party to agree to permit Seller to provide such access to Purchaser and its Representatives. Purchaser shall, representatives and shall cause its Representatives to, abide by Seller’s and the Acquired Company’s safety rules, regulations, and operating policies while conducting its due diligence evaluation of the Buyer Acquired Company, the Acquired Subsidiaries and the Business. Any conclusions made from any examination done by Purchaser shall result from Purchaser’s own independent review and judgment; provided, however, that neither Purchaser nor its Representatives shall conduct any environmental site assessment, compliance evaluation or investigation with respect to have reasonable access, during normal business hours, and in a manner so as not to interfere with the normal business operations of the Seller, the Subject Entities and its and their AffiliatesAcquired Company, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of the Acquired Subsidiaries or pertaining to the Business without prior written consent of Seller and without reasonable ongoing consultation with Seller with respect to any such activity (it being understood and agreed that in no event shall any subsurface investigation or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations testing of the Business Assets, including those assessments necessary to determine the presence of any environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may media be conducted (i) on the Owned Real Property without the Seller’s prior written consent, which shall not be unreasonably withheldconditioned, withheld or delayed and (ii) on any other properties of the Company Group or related to the Business other than the Owned Real Property). (b) The access granted to Purchaser under this Section 6.1 shall be limited to the Acquired Company’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that minimizes interference with the operation of the Acquired Company, the Acquired Subsidiaries and the Business. The Buyer Purchaser shall coordinate its access rights with the Acquired Company to reasonably minimize any inconvenience to or interruption of the conduct of the Business. Purchaser also agrees to comply fully that neither Purchaser nor its Representatives shall contact any of the employees, customers, suppliers or parties that have business relationships with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller Acquired Company or any of the Subject Entities. The Buyer acknowledges and agrees that Acquired Subsidiary, nor any information received Governmental Body or representatives thereof, in connection with this Section 5(fthe transactions contemplated hereby, whether in person or by telephone, email or other means of communication, without prior written consent of Seller, which shall not be unreasonably conditioned, withheld or delayed. (c) Purchaser acknowledges that, pursuant to its right of access, Purchaser will become privy to confidential and other information of Seller, the Acquired Company and the Acquired Subsidiaries and that such confidential information (which includes Purchaser’s conclusions with respect to its evaluations) shall be subject to held confidential by Purchaser in accordance with the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for Agreement and any and all Losses attributable to applicable privacy Laws regarding personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated information. (d) In connection with the Loss had been informed in writingrights of access, arising out ofexamination and inspection granted to Purchaser under this Section 6.1, resulting from or relating to any field visitPURCHASER HEREBY AGREES TO INDEMNIFY, environmental property assessmentDEFEND AND HOLD HARMLESS THE ACQUIRED COMPANY AND THE SELLER GROUP FROM AND AGAINST ANY AND ALL DAMAGES ATTRIBUTABLE TO PERSONAL INJURY, samplingDEATH OR PHYSICAL PROPERTY DAMAGE, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF 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 ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON PURCHASER WITH RESPECT TO THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)BUSINESS.

Access. With reasonable prior notice For so long as OEP owns at least 10% of the issued and subject to any applicable Law, any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligationsoutstanding Common Shares on a Fully Diluted Basis, the Seller Executive Shareholders shall permit and will cause each other Seller Party, each the Company and Company Subsidiary and, its Subsidiaries to the extent it has the Legal Right, each Company Joint Venture Entity, afford to permit, OEP and its employees and other authorized representatives of OEP (the Buyer to have reasonable access“Representatives”), during normal business hours, and in a manner so as not to interfere with the normal business operations of the Selleraccess, the Subject Entities and its and their Affiliatesupon reasonable advance notice, to all premises, properties, designated executive officers and personnel, of the books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller Company or any its Subsidiaries, as applicable, and to make copies of such records. Each of the Subject EntitiesExecutive Shareholders shall also cause the Company and its Subsidiaries to cause employees, members of management and advisors to the Company and its Subsidiaries to provide, as requested by OEP or its Representatives, any and all information relating to the Company, its Subsidiaries and their respective operations. The Buyer acknowledges Each of the Executive Shareholders shall cause the Company and agrees that any its Subsidiaries to instruct its accounting firm and auditor to discuss such aspects of the financial condition of the Company or its Subsidiaries, as applicable, with OEP and the Representatives as they may reasonably request, and to consent to OEP and the Representatives inspecting, copying and making extracts from such financial statements, analyses, work papers and other documents and information received (including electronically stored documents and information) prepared with respect to the Company or its Subsidiaries, as applicable, as OEP or its Representatives may reasonably request, subject only to OEP executing access in form and substance satisfactory to such accounting firm or auditor (in their sole discretion). All cost and expenses incurred by OEP and the Representatives in connection with exercising the right of access set forth in this Section 5(f) will paragraph shall be subject to borne by OEP, and all out-of-pocket costs and expenses incurred by the terms Company or its Subsidiaries, or their employees, members of management or advisors (including accounting firms and conditions auditors), as applicable, in complying with any requests by OEP and the Representatives in connection with exercising such access rights shall be borne by the Company. For so long as OEP owns at least 10% of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for issued and outstanding Common Shares on a Fully Diluted Basis, in addition to any and all Losses attributable to personal injury, death vote required by the Articles of Incorporation or physical or other property damageBy-laws of the Company, or violation by applicable law, so long as the Board of Directors includes at least one OEP Director, each of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which Executive Shareholders agrees to cause the Buyer or its representatives associated with matters set forth below to be carried out only after the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any approval of the Subject Entities and Board of Directors, which approval must include the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”).affirmative vote of at least one OEP Director:

Access. With The Contributors will afford to the Partnership and its counsel, financial advisors, auditors and other authorized representatives (“Representatives”) reasonable access to the Contributors’ and the Companies’ financial, title, tax, corporate and legal materials and operating data and information available as of the date hereof and which becomes available to the Contributors at any time prior notice to the Closing Date, and subject 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 Lawlaw or regulation, or jeopardize the availability of any applicable privileges (including privilege. The Contributors will use their reasonable best efforts to secure all requisite consents for the examination by the Partnership and their Representatives of all information covered by confidentiality agreements and will promptly communicate to the Partnership or its Representatives the substance of any such information, whether by redacting parts thereof or otherwise, so that disclosure would not violate any such confidentiality agreement or cause the loss of the privilege with respect thereto, and otherwise shall make all reasonable and appropriate substitute disclosure arrangements. The Contributors will cause the Companies to allow the Partnership access to and consultation with the lawyers, accountants, and other professionals employed by or used by the Companies for all purposes under this Agreement. Any such consultation shall occur under circumstances appropriate to maintain intact the attorney-client privilege), trade secrets, privilege as to privileged communications and contractual confidentiality obligationsattorney work product. Additionally, the Seller shall permit and Contributors will cause each other Seller Party, each Company and Company Subsidiary and, afford to the extent it has Partnership and its Representatives reasonable access to the Legal Right, each Company Joint Venture Entity, to permit, representatives books and records of the Buyer Contributors insofar as they relate to have property, accounting and tax matters of the Companies. Until the Closing Date, the confidentiality of any data or information so acquired shall be maintained by the Partnership and its Representatives. Further, the Contributors will afford to the Partnership and its Representatives reasonable accessaccess from the date hereof until the Closing Date, during normal business hours, to the Companies’ assets and in a manner so as not to interfere with properties; provided that such access shall be at the normal business operations sole cost, expense and risk of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)Partnership.

Access. With reasonable prior notice and subject to any applicable LawFrom the date hereof until the Closing Date, any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, the Seller shall permit cause the SRLP Entities to provide Acquiror and will cause each other Seller Party, each Company its Affiliates 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 Representatives with reasonable access, access during normal business hourshours and upon reasonable notice to (i) the offices, properties, books and in a manner so as records of the SRLP Entities; provided that such access does not to unreasonably interfere with the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject SRLP Entities and (ii) information related to the financial or Tax records of SRLP Entities, including Tax Returns (including any supporting documents), elections, Contracts, schedules, officer’s certificates, analyses, memoranda, tax opinions, and any other information in the SRLP’s possession, in each case, as may be reasonably requested by Acquiror to assess that SRLP satisfies the exception for partnerships that meet the “qualifying income” requirement in Section 7704(c) of the Code. The Buyer acknowledges and agrees that any information received in connection with provided pursuant to this Section 5(f6.1 shall constitute Information (as defined in the Confidentiality Agreement) will be subject to the terms and conditions of under the Confidentiality Agreement. The Buyer hereby agrees that it Nothing set forth in this Agreement shall be liable for any and all Losses attributable to personal injury, death or physical or other property damagerequire Seller to, or violation of the Seller’s to cause any SRLP Entity to, (a) allow Acquiror and its Affiliates or Representatives to, and Acquiror and its Affiliate’s or Affiliates and Representatives shall not, conduct any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, boring drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to soil, groundwater or other media, including any Phase II Environmental Site Assessments, (b) provide Acquiror and its Affiliates or Representatives with any information regarding Seller’s businesses, assets, financial performance or condition or operations not involving the SRLP Entities, or (c) provide access to or disclose information where such access or disclosure would jeopardize any attorney-client privilege otherwise applicable with respect to such information or contravene any Law, fiduciary duty or binding agreement entered into prior to the date hereof by the SRLP Entity providing such information. Acquiror shall, at its sole cost and expense and without any cost and expense to Seller or the SRLP Entities, restore the properties and assets of the Subject SRLP Entities to at least the same condition they were in prior to the commencement of any access provided to Acquiror and the Businessits Affiliates and Representatives, 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”)including repair of any damage done or resulting from such access.

Access. With reasonable prior notice and subject (a) Lessor hereby grants 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, the Subject Entities and its Lessees and their respective Affiliates, to all premisesagents, properties, designated executive officers employees and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES contractors (collectively, “Investigation LossesLessees’ Parties”) free of charge, an irrevocable, non-exclusive right of access to and use of those portions of the Refinery Site that are reasonably necessary for access to and/or the operation of the Relevant Assets and Additional Improvements by Lessees as a stand-alone enterprise, all so long as such access and use by any of Lessees’ Parties does not unreasonably interfere in any material respect with Lessor’s operations at the Refinery Site and complies with Lessor’s rules, norms and procedures governing safety and security at the Refinery Site. The facilities on the Refinery Site that are subject to the access and use rights provided under this Section, are referred to herein as the “Shared Access Facilities”. Notwithstanding the foregoing, the provisions of this Section 2.2(a) shall relate only to access and use of the Shared Access Facilities, and the Site Services Agreement shall cover all services that are to be provided by Lessor under the terms of the Site Services Agreement. (b) Lessor hereby retains for itself and its Affiliates, agents, employees and contractors (collectively, “Lessor’s Parties”), the right of access to all of the Premises and the Relevant Assets (i) to determine whether the conditions and covenants contained in this Lease are being kept and performed, (ii) to comply with Environmental Laws, and (iii) to inspect, maintain, repair, improve and operate the SUMF Assets and the Shared Access Facilities and any assets of Lessor located on the Premises or to install or construct any structures or equipment necessary for the maintenance, operation or improvement of any such assets or the installation, construction or maintenance of any Connection Facilities, all so long as such access by Lessor’s Parties does not unreasonably interfere in any material respect with Lessees’ operations on the Premises and complies with Lessees’ rules, norms and procedures governing safety and security at the Premises.

Access. With reasonable prior notice and subject to any applicable LawPromptly upon execution of this Agreement, any applicable privileges but not later than two (including 2) Business Days after the attorney-client privilege)Execution Date, trade secrets, and contractual confidentiality obligations, the Seller shall permit provide Buyer and will cause each other Seller PartyBuyer’s authorized representatives (i) reasonable physical access, each Company at Buyer’s sole risk, cost and Company Subsidiary andexpense, to the Assets to allow Buyer to conduct on-site Phase I environmental site assessments of the Assets, to the extent it Seller has the Legal Right, each Company Joint Venture Entity, right to permit, representatives of the Buyer to have reasonable access, during normal business hours, grant such access (and in a manner so as if Seller does not to interfere with the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visualgrant such access, non-invasive tests, examinationsSeller shall use commercially reasonable efforts to obtain any consents necessary to enable Buyer and Buyer’s representatives such access), and investigations of (ii) access to the Business Records and other Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms extent such data and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the records are in Seller’s or its Affiliate’s or representatives’ possession or control and relate to the Assets; provided, however, Seller shall have no obligation to provide Buyer access to any interpretative or predictive data or information which Seller believes in good faith it cannot lawfully provide Buyer because of third-party restrictions (to the extent any such data or information is proprietary or subject to third-party restrictions, Seller will use commercially reasonable efforts to obtain any consents necessary to allow Buyer to review such data or information). In connection with any on-site inspections, Buyer agrees to not unreasonably interfere with the normal operation of the Assets and further agrees that under no circumstances shall it perform any invasive tests of any nature on the Assets without the express written consent of Seller, such consent of Seller not to be unreasonably withheld or delayed, and any applicable third Person operator’s rules. IN CONNECTION WITH GRANTING SUCH ACCESS, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF AND EXCEPT TO THE EXTENT THAT SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, CLAIMS ARE CAUSED BY 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 MEMBER OF THE SELLER INDEMNITEES (collectivelyGROUP, “Investigation Losses”)BUYER WAIVES AND RELEASES ALL CLAIMS AGAINST SELLER GROUP FOR INJURY TO, OR DEATH OF PERSONS, OR DAMAGE TO PROPERTY INCURRED OR DIRECTLY CAUSED BY BUYER OR ITS REPRESENTATIVES IN CONNECTION WITH THE PERFORMANCE OF THIS DILIGENCE AND BUYER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER GROUP FROM AND AGAINST ALL SUCH CLAIMS.

Access. With reasonable prior notice The Tenant agrees to permit the Landlord 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, authorized representatives of the Buyer Landlord to have enter the Demised Premises at all times during usual business hours upon reasonable accessnotice, during normal business hours, and in a manner so as provided Landlord does not to unreasonably interfere with the normal business operations of Tenant, for the Seller, purpose of inspecting the Subject Entities same and its and their Affiliates, upon Tenant's failing to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of make repairs or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees failing to comply fully with all ruleslaws, regulations and instructions issued by the Sellerordinances, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies requirements, etc., making all necessary repairs to the Demised Premises and performing any work therein that may be necessary to comply with any laws, ordinances, rules, regulations or requirements of which any public authority or of the Buyer Board of Fire Underwriters or its representatives associated any similar body or that the Landlord may deem necessary to prevent waste or deterioration in connection with the Loss had been informed Demised Premises. Nothing herein shall imply any duty upon the part of the Landlord to do any such work which, under any provision of this Lease, the Tenant may be required to perform, and the performance thereof by the Landlord shall not constitute a waiver of the Tenant's default in writingfailing to perform the same. The landlord may during the progress of any work in the Demised Premises keep and store upon the Demised Premises all necessary materials, arising out oftools and equipment. The Landlord shall not in any event be liable for inconvenience, resulting from or relating to any field visitannoyance, environmental property assessmentdisturbance, sampling, boring, drilling loss of business or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any damage of the Subject Entities Tenant by reason of making repairs or the performance of any work in the Demised Premises, or on account of bringing materials, supplies and equipment into or through the Demised Premises during the course thereof, and the Businessobligations of the Tenant under this Lease shall not thereby be affected in any manner whatsoever. The Landlord is hereby given the right during usual business hours to enter the Demised Premises upon reasonable notice, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROMprovided that Landlord does not unreasonably interfere with the normal business operations of Tenant, SOLELY OR IN PARTand to exhibit the same for the purposes of sale or hire during the final nine months of the Term and the Landlord shall be entitled to display, THE SOLEon the Demised Premises in such manner as not unreasonably to interfere with the Tenant's business, ACTIVEthe usual "For Sale" or "To Let" signs, 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”)and the Tenant agrees that such signs may remain unmolested upon the Demised Premises.

Access. With reasonable prior notice To the extent that the Site or other areas where work is to be performed hereunder is presently owned or controlled by parties other than those bound by this Agreement, the Applicant shall obtain, or shall use its best efforts to obtain access agreements from the present owners. Best efforts shall include at a minimum, a certified letter from Applicant to the present owner of such property requesting an access agreement to permit Applicant, RRC, their authorized representatives and subject persons designated by the RRC in accordance with NRC, access to any applicable Lawsuch property. Any such access agreement shall be incorporated by reference into this Agreement. Such an agreement shall provide access for Applicant, any applicable privileges (including the attorney-client privilege), trade secretsRRC and authorized representatives of RRC, and contractual confidentiality obligationspersons designated by the RRC in accordance with NRC, as specified below. In the event that such access agreement is not obtained, the Seller Applicant shall so notify RRC, which may then, at its discretion, assist the Applicant in gaining access. The Applicant shall provide authorized representatives of RRC access to the Site and other areas where work is to be performed at all reasonable times. Such access shall be related solely to the work being performed on the Site and shall include, but not be limited to inspecting records, operating logs and contracts related to the Site; reviewing the progress of the Applicant in carrying out the terms of this Agreement; conducting such tests, inspections, and sampling as RRC may deem necessary; using a camera, sound recording, or other documentary type equipment for field activities; and verifying the data submitted to RRC by the Applicant hereunder. The Applicant shall permit RRC’s authorized representatives to inspect and will cause each copy all records, files, photographs, documents, and other Seller Partywritings, each Company including all sampling and Company Subsidiary andmonitoring data, which pertain to this Agreement and over which the Applicant may exercise control. All persons with access to the extent it has the Legal Right, each Company Joint Venture Entity, Site pursuant to permit, representatives of the Buyer to have reasonable access, during normal business hours, this Agreement shall comply with submitted health and in a manner so as not to interfere with the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheldsafety plans. The Buyer agrees to comply fully with all rules, regulations RRC does not approve health and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)safety plans.

Access. With reasonable Between the date of this Agreement and Closing, upon at least two (2) days’ prior notice and subject to any applicable Lawthe Company, any applicable privileges (including the attorney-client privilege), trade secretsCompany shall, and contractual confidentiality obligations, the Seller shall permit and will cause each other Seller Party, each Group Company and Company Subsidiary and, its Subsidiaries and their respective Representatives to (a) afford the extent it has the Legal Right, each Company Joint Venture Entity, to permit, representatives Representatives of the Buyer to have reasonable accessAegis and its Affiliates designated by Aegis, during normal business hours, and in a manner so as not reasonable access at reasonable times to interfere with the normal business operations of the Sellerits officers, the Subject Entities and its and their AffiliatesEmployees, to all premisesauditors, legal counsel, properties, designated executive offices, plants and other facilities and to all books and records, (b) furnish Aegis and such Affiliates with all financial, operating and other data and information as Aegis or such Affiliate, through their respective Representative, may from time to time reasonably request, and (c) afford Aegis and such Affiliate the opportunity to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the officers of the Company and personnelits Subsidiaries from time to time as Aegis or such Affiliate may reasonably request, booksand to make proposals, records (including Tax Records), contracts recommendations and documents of or pertaining suggestions to the Business Company or its Subsidiaries relating to the Subject Entities. Buyer business and affairs of the Company or its Subsidiaries; provided that the Board of Directors of the Company shall have the right sole discretion to generally conduct visualdecide on such proposals, non-invasive testsrecommendations and suggestions after considering them in good faith. Any costs incurred by Aegis in connection with the foregoing shall be borne by Aegis. Notwithstanding the foregoing provisions, examinationsneither 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 owed to third parties and any information which the 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 investigations customer contract details and the CCTV auction pricing mechanisms. For the avoidance of doubt, the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which Company shall not be unreasonably withheld. The Buyer agrees entitled to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any withhold information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)Chaview.

Access. With 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 the confidentiality obligations of Purchaser set forth herein and in the Confidentiality Agreement, and subject to any applicable Law, any applicable privileges (including the attorney-client privilegelimitations set forth in Section 7.03(b), trade secrets, and contractual confidentiality obligations, the Seller shall permit (i) give Purchaser 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 Purchaser’s Representatives reasonable access, during normal business hourshours and upon reasonable advance notice, to the offices, properties, and in a manner so as not to interfere with the normal business operations books and records of the Seller, the Subject Entities Company and its and their Affiliates, the Selling Affiliate to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining the extent relating to the Business or (which books and records shall include, without limitation, the Subject Entities. Buyer shall books and records evidencing the compliance of Seller and the Selling Affiliate with the Protocol as it applies to the Business) and (ii) furnish to Purchaser and Purchaser’s Representatives such financial and operating data and other information in Seller’s possession relating to the Business as Purchaser may reasonably request; provided, however, that neither Purchaser nor any Purchaser Representative will have the right to generally conduct visual, non-invasive tests, examinations, and investigations 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 Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which . Any investigation pursuant to this Section 7.03 shall be conducted in such manner as not be to interfere unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the conduct of the business of Seller, the 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 properties of the Seller Selling Affiliate or any of their respective Affiliates. (b) Nothing in this Agreement will impose obligations on Seller, the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer Selling Affiliate or any of its representatives with respect their respective Affiliates to give Purchaser or any Purchaser Representative access to information if such access could reasonably be expected to cause Seller, the Selling Affiliate or any of the Subject Entities their respective Affiliates to be in breach of any duty of confidence or any other duty or obligation under applicable Law (including antitrust and Competition Laws and Laws affecting privacy, personal information and the collection, handling, storage, processing, use or disclosure of data); provided, however, that Seller shall, and shall cause the Selling Affiliate and each of their respective controlled Affiliates to, (i) use reasonable efforts to obtain consent to disclose information covered by a confidentiality agreement or other duty of confidence and (ii) disclose competitively sensitive information to the Purchaser’s external legal advisers pursuant to a common interest or joint defense agreement entered into by and between Seller and Purchaser. (c) Confirmation of Tantalum Inventory and Non-Tantalum Inventory. (i) During the week prior to the Closing, Seller shall provide Purchaser with a copy of the report relating to its most recent physical inspection of the Business’s Tantalum Inventory and Non-Tantalum Inventory (including, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROMfor the avoidance of doubt, SOLELY OR IN PARTany 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 SOLEthe “Closing Tantalum Inventory”, ACTIVEand such Non-Tantalum Inventory, 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, the “Investigation LossesClosing Non-Tantalum Inventory”). Such report shall identify and quantify in a reasonable level of detail each subcategory comprising the definition of Minimum Tantalum Inventory and Minimum Non-Tantalum Inventory and shall be accompanied by a certification of such Closing Tantalum Inventory and Closing Non-Tantalum Inventory by an executive officer of Seller. (ii) If the Closing Tantalum Inventory is less than the Minimum Tantalum Inventory, then Seller shall, as soon as reasonably practicable but in no event later than six (6) months after the Closing Date, deliver to Purchaser an amount of Tantalum Inventory equal to: (A) in the case of a shortfall in tantalum ore, K2TaF7 and scrap, such shortfall from a source specified as “non-conflict”; and (B) in the case of a shortfall in any of (i) capacitor powder, work in progress and finished goods, (ii) mill work in progress, finished goods and scrap or (iii) tantalum trays, such amount of tantalum ore, K2TaF7 and scrap from a source specified as “non-conflict” as is necessary for the 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. (iii) If the Closing Non-Tantalum Inventory is less than the Minimum Non-Tantalum Inventory, then Seller shall, within five (5) Business Days after the Closing Date, pay to Purchaser by wire transfer of immediately available funds cash in an amount equal to such shortfall calculated by reference to book value in accordance with GAAP and on a basis consistent with past practice.

Access. With reasonable prior notice and subject to any applicable Law, any applicable privileges (including Until 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 expiration of the Buyer to have Due Diligence Period, Seller Group shall afford Lender’s or Lenders’ agents or representatives reasonable access, during normal business hours, to the Real Property and improvements for purposes of any non-intrusive physical, structural or environmental inspection of the Real Property. Furthermore, Seller Group agrees to reasonably cooperate with the Lenders in a manner so as their inspection activities permitted hereunder, at no cost to Seller Group, and Seller Group agrees to use reasonable, good faith efforts to assist Purchaser in obtaining additional reasonable due diligence information from the other owners of the Land and Improvements, at no cost to Seller Group. Purchaser agrees that, to cover any physical or environmental inspections of the Real Property by Lenders, Purchaser or Purchaser’s agents will carry not to less than $2,000,000 comprehensive general liability insurance; will not interfere with the normal business operations activity of any persons occupying or providing service at the SellerReal Property; and will not contact any governmental authority and will not reveal to any governmental authority the results of its inspections except to the extent required by law. Such insurance policy shall name Seller as an additional insured. PURCHASER SHALL NOT AND SHALL NOT PERMIT ITS LENDERS TO, CONDUCT OR ALLOW ANY PHYSICALLY INVASIVE OR SUBSURFACE TESTING OF, ON, ABOUT OR UNDER THE LAND OR IMPROVEMENTS WITHOUT FIRST OBTAINING SELLER GROUP’S WRITTEN CONSENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, AS TO THE TIMING AND SCOPE OF WORK TO BE PERFORMED. PURCHASER’S BREACH OF THE FOREGOING PROHIBITION SHALL ENTITLE SELLER GROUP, AT ITS OPTION, IMMEDIATELY TO DECLARE THIS AGREEMENT TO BE TERMINATED AND TO DEDUCT FROM THE DEPOSIT ANY DAMAGES ACTUALLY INCURRED BY SELLER TO REPAIR THE DAMAGE CAUSED BY PURCHASER OR PURCHASER’S LENDERS. WITH REGARD TO THE LENDERS’ REQUESTS FOR ACCESS OR CONSENTS FOR ANY DUE DILIGENCE MATTERS, SELLER GROUP MUST PROVIDE ACCESS OR RESPOND TO LENDERS’ REQUEST FOR CONSENT WITHIN THREE (3) BUSINESS DAYS AFTER THE REQUEST IS MADE; ANY FURTHER DELAY WILL RESULT IN A DAY-FOR-DAY EXTENSION OF THE DUE DILIGENCE PERIOD. Xxxx X. Xxxxxxx is the Subject Entities “point person” of Seller Group whom Purchaser and its Lenders shall coordinate all visits and their Affiliates, to all premises, properties, designated executive officers requests access and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)documentation.

Access. With reasonable prior notice The Contributor hereby grants to the Partnership and each of its employees, agents, consultants and contractors, subject to any applicable Law, any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligationsrights of Tenants under the Leases, the Seller right and permission from and after the date hereof to enter upon the Property, or any part thereof, at reasonable times, for the purpose of completing its inspections and studies permitted hereunder; provided, however, the Partnership shall permit and will cause each other Seller Party, each Company and Company Subsidiary and, provide reasonable advance written notice to the extent it has Contributor’s Representative prior to entry upon the Legal Right, each Company Joint Venture Entity, to permit, representatives Property so that a Representative of the Buyer Contributor may have the opportunity to have reasonable access, be present during normal business hours, any inspections or studies conducted thereon and in a manner so as shall not to unreasonably interfere with the normal business operations use, occupancy or operation of the SellerProperty. The Partnership shall not perform any intrusive testing of the Property without the prior written consent of the Contributor’s Representative, which consent may be given or withheld in the Contributor’s Representative’s sole discretion. Specifically, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer Partnership shall have the right option to generally conduct visualobtain, non-invasive testsat its sole cost and expense, examinationsany such environmental reports as the Partnership and the lender under the Loan may desire, or updates to any such existing reports, for the Property, and investigations of the Business Assetsto obtain and/or undertake, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling at its sole cost and expense, any other studies, investigations, evaluations, assessments, or other invasive inspections of reports relating to the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheldProperty or any aspects thereof. The Buyer agrees Partnership shall indemnify, defend and hold the Contributor harmless from any damage to comply fully with all rules, regulations and instructions issued the Property caused by the SellerPartnership’s conduct of such inspection activities. Upon the completion of any inspection or test, the Subject Entities and its and Partnership shall promptly restore the Property substantially to their Affiliates condition prior to such inspection or other Persons in respect of Buyer’s or its representatives’ actions while upon, entering or leaving any properties of the Seller or any of the Subject Entitiestest. The Buyer acknowledges Partnership shall keep the Property free and agrees that clear of any information received in connection with this Section 5(f) liens and will be subject indemnify, protect, defend, and hold the Contributor, the Contributed Entity, the Property Owner, their Subsidiaries and the Existing Manager, their respective officers, employees, and agents harmless from and against all claims (including any claim for damage to property or injury to or death of any persons), liabilities, obligations, liens or encumbrances, losses, damages, costs or expenses which directly result from entry onto the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted Property by the Buyer Partnership or any the Partnership’s Representatives. This indemnity shall survive the Subsequent Closing or termination of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES this Agreement for six (collectively, “Investigation Losses”)6) months.

Access. 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, the Subject Entities Purchaser and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer agents shall have the right to generally inspect the Premises during business hours, provided that Purchaser shall first give Seller reasonable advance notification of its intention to conduct visual, nonany such inspection and that such inspection shall not unreasonably impede the normal day-invasive tests, examinations, and investigations to-day business operation of the Business Assets, including those assessments necessary to determine the presence Premises or interfere with any Tenant and Purchaser’s right of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections inspection of the Business Assets may Premises shall be conducted subject to the rights of the Tenants. Purchaser shall exercise reasonable care at all times that Purchaser shall be present upon the Premises and in the performance of all inspections. Seller shall have the right to have a representative of Seller accompany Purchaser during any inspections. Purchaser shall not communicate in any manner with the Tenants concerning their respective leases or occupancy or the Premises, including, without the limitation, its potential sale, without Seller’s prior written consentconsent in every instance; provided, however, Seller shall not unreasonably withhold its consent to permit Purchaser to conduct an interview with any tenant, at a time and place convenient for all parties. Prior to any entrance upon the Premises for the performance of any inspection, Purchaser shall deliver to Seller a certificate of insurance evidencing that Purchaser has procured, and Purchaser throughout the performance of such inspection shall maintain in force and effect, a commercial general liability insurance policy covering Purchaser and Seller against claims for bodily injury or death or property damage occurring in, upon or about or resulting from the Premises, or any street, drive, sidewalk, curb or passageway adjacent thereto, in standard form and an amount of no less than $2,000,000 (combined single limit), issued by an insurance company with a rating of “A” or better as established by Best’s Rating Guide, which insurance shall not be unreasonably withheldinclude blanket contractual liability coverage. The Buyer Purchaser hereby indemnifies and agrees to comply fully defend and hold Seller harmless from all loss, cost (including reasonable attorneys’ fees), claim or damage arising in connection with all rules, regulations and instructions issued or from any such inspection by the Seller, the Subject Entities and its and their Affiliates or other Persons in respect of Buyer’s Purchaser or its representatives’ actions while uponagents or contractors, entering or leaving any properties of the Seller or any of their respective conduct while at the Subject EntitiesPremises pursuant to the provisions of this Section; provided the indemnity shall not extend to protect Seller from any pre-existing liabilities for matters merely discovered by Purchaser (i.e., latent environmental contamination). The Buyer acknowledges and agrees that any information received in connection with Purchaser’s obligations under this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it 19.15 shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s survive Closing or any third Person operator’s rules, regulations expiration or operating policies termination 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 this Agreement for a period of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES one (collectively, “Investigation Losses”)1) year.

Access. With Patheon will give Client reasonable prior notice access at mutually agreeable times to the areas of the Manufacturing Site in which the Products are manufactured, stored, handled, or shipped to permit Client to verify that the Manufacturing Services are being performed in accordance with the Specifications, cGMPs, and Applicable Laws. But, with the exception of “For-Cause Audits”, Client will be limited each Year to one cGMP-type audit, lasting no more than two (2) Business Days per Manufacturing Site, and involving no more than two auditors; provided, that if such audit becomes a For Cause Audit as a result of issues discovered during such audit, then the limits set forth herein with respect to such audit shall not apply. Client may request additional cGMP-type audits, additional audit days, or the participation of additional auditors, subject to any applicable Lawpayment to Patheon of a fee of $[…***…] for each additional audit day and $[…***…] per audit day for each additional auditor. However, any applicable privileges (including in 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, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or event any of the Subject Entitiesfollowing circumstances arise, Client may elect and Patheon shall permit Client to conduct additional audits (each, a “For Cause Audit”) in a timely manner: (i) where there is the occurrence of a condition or event relating to the API or any Product which constitutes a serious health risk; (ii) where either party has received correspondence or a report from a Regulatory Authority pointing out a deficiency by or on behalf of Patheon; (iii) where the Specifications have not been complied with or there is otherwise evidence that compliance with the Specifications is at risk; or (iv) in the event of a Recall related to the Product. The Buyer acknowledges and agrees that any information received right of access set forth in connection with this Section 5(f) 7.5 will be subject not include a right to access or inspect Patheon’s financial records. In addition, upon the terms request of any Regulatory Authority having jurisdiction over the manufacture of Product hereunder, such Regulatory Authority shall have access to observe, audit and conditions inspect any Manufacturing Site and Patheon’s procedures used for the manufacture, release and stability testing, and/or warehousing of the Confidentiality AgreementProduct and to audit such facilities and procedures for compliance with cGMP and/or other regulatory requirements. The Buyer hereby Patheon specifically agrees that it shall be liable for to cooperate with any inspection by a Regulatory Authority, whether prior to or after Regulatory Approval of a Product, and all Losses attributable to personal injury, death provide Client a copy of any inspection or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, audit report resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)such inspection.

Access. With (a) From the date hereof until the Closing Date, upon reasonable prior notice notice, the Sellers shall afford the Buyer and subject its Representatives reasonable access to any applicable Laweach Acquired Companies’ (and Sellers’ in respect of the Acquired Business) properties, any applicable privileges (including the attorney-client privilege)offices, trade secretsplants and other facilities, books and records, 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 furnish the Buyer to have reasonable accesswith such financial, operating and other data and information as the Buyer may reasonably request; provided, however, that any such access or furnishing of information shall be conducted, during normal business hours, and under the supervision of such Acquired Companies’ or Sellers’ personnel, in such a manner so as not unreasonably to interfere with the normal business operations of such Acquired Company or the SellerSeller and the Buyer shall reimburse the Sellers for reasonable out-of-pocket expenses incurred by the Sellers in providing such information. In furtherance of the foregoing, to the fullest extent permitted under applicable Law, not later than five (5) Business Days from the date hereof, ARC shall appoint four (4) individuals with knowledge of, and experience in, the Subject Entities operations and its affairs of the Acquired Business and their Affiliatesthe Buyer shall appoint three (3) employees with responsibility for overseeing the operational integration of the Acquired Business with the Buyer’s business, to all premises, properties, designated executive officers comprise a transition team that shall meet on a regular basis to discuss and personnel, books, records (including Tax Records), contracts and documents implement reasonable steps necessary to achieve an orderly integration of or pertaining the Acquired Business with the Buyer as of the Closing. Notwithstanding anything to the Business or the Subject Entities. Buyer contrary in this Agreement, no Seller shall have the right be required to generally conduct visual, non-invasive tests, examinations, and 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 invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that disclose any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated Representatives if such disclosure would, in such Seller’s good faith determination, reasonably be expected to, (1) waive any attorney-client or other legal privilege or (2) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof; provided, that the Sellers shall inform the Buyer when information is withheld pursuant to this sentence and the Parties shall use commercially reasonable efforts to permit such disclosure in a manner consistent with the Loss had been informed preservation of any such privilege or in writingcompliance with any such applicable Law, arising out of, resulting from duty or relating to any field visit, environmental property assessment, sampling, boring, drilling agreement. No investigation or other invasive investigation activities information provided or other due diligence activity conducted received by the Buyer or any of its representatives with respect Representatives pursuant to this Section 5.4 or otherwise will affect any of the Subject Entities representations or warranties of the Sellers contained in this Agreement. Notwithstanding anything else in this agreement, including in this Section 5.4, prior to the Closing the Buyer shall not be permitted to market, hold open for sale or otherwise discuss with any other parties the sale or other disposition of any of the Acquired Properties or the Acquired Assets; provided that, prior to the Closing, the Buyer shall be permitted to market, hold open for sale or otherwise discuss with other parties the sale or other disposition of (i) the properties listed in Section 5.4(a)(i) of the Buyer Disclosure Letter and (ii) with the consent of ARC (such consent not to be unreasonably withheld or delayed), any 20 of the properties listed in Section 5.4(a)(ii) of the Buyer Disclosure Letter. (b) In order to facilitate the resolution of any claims made against or incurred by the Sellers (as it relates to the Acquired Business), EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROMfor a period of seven (7) years after the Closing, SOLELY OR IN PARTthe Buyer shall (i) retain the books and records relating to the Acquired Business relating to periods prior to the Closing and (ii) afford the Representatives of the Sellers reasonable access (including the right to make, THE SOLEat the Sellers’ expense, ACTIVEphotocopies), PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCEduring normal business hours, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEESto such books and records; provided, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENThowever, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES that the Buyer shall notify the Sellers in writing at least thirty (collectively30) days in advance of destroying any such books and records prior to the seventh (7th) anniversary of the Closing Date in order to provide the Sellers the opportunity to copy (at the Sellers’ expense) such books and records in accordance with this Section 5.4. (c) In order to facilitate the resolution of any claims made against or incurred by the Buyer, “Investigation Losses”for a period of seven (7) years after the Closing, the Sellers shall (i) retain the books and records relating to the Acquired Business relating to periods prior to the Closing and (ii) afford the Representatives of the Buyer reasonable access (including the right to make, at the Sellers’ expense, photocopies), during normal business hours, to such books and records; provided, however, that the Sellers shall notify the Buyer in writing at least thirty (30) days in advance of destroying any such books and records prior to the seventh (7th) anniversary of the Closing Date in order to provide the Buyer the opportunity to copy (at the Buyer’s expense) such books and records in accordance with this Section 5.4.

Access. With (a) Prior to the Closing, upon reasonable prior notice and subject to any applicable Lawnotice, any applicable privileges (including the attorney-client privilege), trade secretsSellers will permit, and contractual confidentiality obligations, cause 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, Companies to permit, representatives of the Buyer to have reasonable access, during normal business hoursto the extent Sellers have legal authority to do so and to the extent not prohibited by Law or contract, to the Data Room, all premises, properties (whether real, personal or otherwise), books and records of account, corporate records and contracts of the Companies pertaining to the Transferred Business (other than any such items, and for the avoidance of doubt all communications related thereto, specifically created by or for Sellers or their Affiliates in contemplation of a manner so as potential sale of the Transferred Business or a portion thereof, or containing forecasts or projections, including projections relating to potential Environmental remediation costs, attorney work product, internal peer reviews, business strategies, research on remediation technology or techniques, or containing information subject to confidentiality obligations or privileges); provided, however, that (i) Sellers and the Companies shall be entitled to redact all information relating to the Retained Businesses, (ii) Buyer will have such access only during regular business hours and will not to unreasonably interfere with the Companies’ normal business operations operations, and (iii) except as permitted in accordance with Section 4.3, Buyer may not contact any of the SellerCompanies’ suppliers or joint venture partners, or any counterparty, including a financial institution, of any Contract to which a Company is a party, without the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents prior written consent of or pertaining to the Business or the Subject EntitiesSellers. Buyer shall have agrees that in no event will the above described access to information include the right to generally conduct visualperform any soil, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions groundwater or compliance with Environmental Requirements. No other physical sampling or other invasive inspections of the Business Assets may be conducted testing without the Seller’s a prior written consent, which shall not be unreasonably withheld. The request of Buyer agrees to comply fully with conduct such activities and the prior written consent of Sellers. (b) Buyer hereby irrevocably and unconditionally waives and releases all rules, regulations and instructions issued by the Sellerclaims against Sellers, the Subject Entities and its Companies, their Affiliates and their Affiliates respective directors, officers, employees and agents for injury to or other Persons death of any persons or damage to property arising in respect any way from the exercise of Buyer’s rights granted to Buyer pursuant to Section 4.3(c), Section 4.6(a), Section 4.6(e) or Section 4.6(f) or the activities performed pursuant thereto by Buyer or its representatives’ actions while upon, entering or leaving any representatives on the premises and properties of the Seller Companies or any their Affiliates. Buyer will defend, indemnify and hold harmless Sellers, their Affiliates and their respective successors, assignees, officers, directors, former directors of the Subject Entities. The Buyer acknowledges Companies, partners, employees, agents and agrees that any information received in connection with this Section 5(frepresentatives (collectively, the “Sellers Indemnified Persons”) will be subject to the terms from and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for against, and reimburse them for, any and all Losses attributable of any kind arising out of any injury to personal injuryor death of persons or damage to property occurring in, death on or physical about the premises or other property damageproperties of the Companies or their Affiliates as a result of such exercise of the rights granted in, or violation of the Seller’s activities conducted pursuant to, Section 4.6(a) or its Affiliate’s or any third Person operator’s rulesSection 4.6(e); provided, regulations or operating policies of which the however, that Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating shall have no indemnity obligation pursuant to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives this Section 4.6(b) with respect to any such Losses that are solely the result of the Subject Entities negligence or willful misconduct of a Sellers Indemnified Person. (c) Prior to the Closing, and at all times if this Agreement is terminated, Buyer will, except as otherwise required by applicable Law or by the Businessterms of a subpoena, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROMrequest for information, SOLELY OR IN PARTcivil investigative demand or similar order issued by a Governmental Authority, 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”).hold confidential all information obtained pursuant to this Section 4.6 with respect to the

Access. With reasonable prior notice (a) Between the date hereof and subject the Closing Date, Sellers and the Companies shall, upon written request of Buyers (which may be by e-mail to any applicable Law, any applicable privileges (including the attorney-client privilegea Representative designated by Sellers), trade secretsgrant Buyers reasonable access to the assets and records of Sellers and the Companies for the purpose of conducting reasonable due diligence and integration review, but only to the extent that Buyers may do so, and contractual confidentiality obligationsto the extent that Sellers and the Companies have the authority to grant such access, without breaching any Law or binding agreement entered into prior to the Seller date of this Agreement. Notwithstanding the foregoing, no invasive inspection or sampling of soil or materials shall permit be performed without the prior written consent of Sellers, which may be withheld in its sole and will cause each other Seller Party, each Company and Company Subsidiary andabsolute discretion. Buyers shall, to the extent it has the Legal Right, each Company Joint Venture Entity, to permit, representatives of the Buyer to have reasonable they are granted access, during abide by the Companies’ safety rules, regulations, and operating policies while conducting its due diligence and integration planning evaluation. (b) The access granted to Buyers under this Section 7.9 shall be limited to the Companies’ normal business hours, and the investigation shall be conducted in a manner so as not to interfere that minimizes interference with the normal business operations operation of the Seller, the Subject Entities and its and Companies. Buyers shall coordinate their Affiliates, access rights with Sellers to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of reasonably minimize any inconvenience to or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations interruption of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections conduct of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties businesses of the Seller Companies or any Sellers. (c) Buyers acknowledge that, pursuant to their right of access, Buyers may become privy to confidential and other information of Sellers and the Subject Entities. The Buyer acknowledges Companies and agrees that any such confidential information received shall be held confidential by Buyers in connection accordance with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for Agreement and any and all Losses attributable to applicable privacy Laws regarding personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated information. (d) In connection with the Loss had been informed in writingrights of access, arising out ofexamination and inspection granted to Buyers under this Section 7.9, resulting from or relating to any field visitBUYERS HEREBY AGREE TO INDEMNIFY, environmental property assessmentDEFEND AND HOLD HARMLESS SELLERS AND THE COMPANIES FROM AND AGAINST ANY AND ALL DAMAGES ATTRIBUTABLE TO PERSONAL INJURY, samplingDEATH, boringPHYSICAL PROPERTY DAMAGE OR VIOLATION OF THE COMPANIES’ RULES, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the BusinessREGULATIONS OR OPERATING POLICIES WHICH ARE PROVIDED TO BUYERS PRIOR TO THE APPLICABLE INSPECTION, EVEN IF SUCH LOSSES ARISE TO THE EXTENT ARISING OUT OF OR RESULT FROM, SOLELY RESULTING FROM ANY ACT OR OMISSION OF BUYERS OR THEIR AFFILIATES OR REPRESENTATIVES IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY CONNECTION WITH ANY FIELD VISIT OR OTHER FAULT OR VIOLATION OF LAW OF OR DUE DILIGENCE ACTIVITY CONDUCTED BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF INSPECTING PARTY PURSUANT TO THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)SECTION 7.9.

Access. With (a) Prior to Closing, Seller and the Seller Affiliates will permit Buyer and its representatives to have access, during regular business hours and upon reasonable prior notice advance notice, to the Books and Records of Seller relating to the assets, Liabilities and operations of the Business, to the Employees and to the locations at which the Business is conducted or at which such Books and Records are located, subject to reasonable security regulations of Seller and any applicable LawLaws. Seller and the Seller Affiliates will furnish, or cause to be furnished, to Buyer any applicable privileges financial and operating data and other information that is available with respect to the Business as Buyer from time to time reasonably requests (including the attorney-client privilegeit being understood that in no event will Buyer have access to any Tax Returns or Seller or its Affiliates), trade secretsand will instruct its employees, counsel, independent accountants and financial advisors to cooperate with Buyer in its investigation of the Business. (b) For seven years following the Closing Date (or for such longer period as may be required by Section 5.10(b)), Buyer will keep and maintain all Books and Records pertaining to the Business in existence on the Closing Date, and contractual confidentiality obligations, Seller or the Seller shall permit Affiliates will keep and will cause each maintain all Books and Records pertaining to the Business that are not Transferred Assets; provided, however, that prior to expiration of such period, either party may dispose of such Books and Records after reasonable notice offering the same to the other party. (c) For the period provided by Section 5.1(b), and upon the request of the other party, Seller Partyand the Seller Affiliates, each Company and Company Subsidiary andon the one hand, or Buyer, on the other hand, will, to the extent it has permitted by Law and confidentiality obligations existing on the Legal RightClosing Date, each Company Joint Venture Entity, grant to permit, the other party and its representatives (with reimbursement of the Buyer to have granting party's reasonably documented reasonable and necessary out-of-pocket expenses incurred in complying with such request) reasonable access, during normal business hours, hours and in a manner so as not to interfere with the normal business operations of the Seller, the Subject Entities and its and their Affiliatesupon reasonable notice, to all premises, properties, designated executive officers inspect and personnel, books, records (including Tax Recordscopy the Books and Records referred to in Section 5.1(b), contracts and documents . Such right of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) access will be subject to the terms and conditions reasonable security requirements of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any granting party and all Losses attributable in no event will either party have access to personal injury, death or physical or other property damage, or violation the Tax Returns of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)party.

Access. With reasonable prior notice and subject To the extent that the Site or other areas where work is to any applicable Lawbe performed hereunder is presently owned or controlled by parties other than those bound by this Agreement, any applicable privileges (including the attorney-client privilege)Applicant shall obtain, trade secretsor shall use its best efforts to obtain access agreements from the present owners. Best efforts shall include at a minimum, a certified letter from Applicant to the owner of the Site requesting an access agreement to permit Applicant, RRC, their authorized representatives, and contractual confidentiality obligationspersons designated by the RRC in accordance with the NRC, access to the Site. Any such access agreement shall be submitted to the RRC and incorporated by reference into this Agreement. Such an agreement shall provide access for Applicant, RRC and authorized representatives of RRC, and persons designated by the RRC in accordance with the NRC, as specified below. In the event that such access agreement is not obtained, the Seller Applicant shall so notify RRC, which may then, at its discretion, terminate the agreement. The Applicant shall provide authorized representatives of RRC access to the Site and other areas where work is to be performed at any reasonable time. Such access shall be related solely to the work being performed on the Site and shall include, but not be limited to, inspecting records, operating logs, and contracts related to the Site; reviewing the progress of the Applicant in carrying out the terms of this Agreement; conducting such tests, inspections, and sampling as RRC may deem necessary; using a camera, sound recording, or other documentary type equipment for field activities; and verifying the data submitted to RRC by the Applicant hereunder. The Applicant shall permit RRC’s authorized representatives to inspect and will cause each other Seller Partycopy all records, each Company and Company Subsidiary andfiles, to the extent it has the Legal Rightphotographs, each Company Joint Venture Entity, to permit, representatives of the Buyer to have reasonable access, during normal business hoursdocuments, and in a manner so as not to interfere with the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assetsother writings, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No all sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consentand monitoring data, which shall not be unreasonably withheld. The Buyer agrees pertain to comply fully with all rules, regulations this Agreement and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of over which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)Applicant may exercise control.

Access. With reasonable prior notice and subject to any applicable LawPromptly upon execution of this Agreement, any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, the Seller shall permit provide Buyer and will cause each other Seller PartyBuyer’s authorized representatives (i) reasonable physical access, each Company at Buyer’s sole risk, cost and Company Subsidiary andexpense, to the Assets to allow Buyer to conduct on-site Phase I environmental site assessments of the Assets, to the extent it Seller 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, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, grant such access for such purpose and investigations the operator of the Business Assets consents thereto; and (ii) access to the Records and other Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the extent such data and records are in Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the Subject Entities and its and their Affiliates or other Persons in respect of Buyer’s or its representatives’ actions while uponpossession and relate to the Assets; provided, entering however, Seller shall have no obligation to provide Buyer access to any interpretative or leaving predictive data or information which Seller believes in good faith it cannot lawfully provide Buyer because of third-party restrictions (to the extent any properties such data or information is proprietary or subject to third-party restrictions, Seller will use commercially reasonable efforts to obtain any consents necessary to allow Buyer to review such data or information). In connection with any on-site inspections, Buyer agrees to not unreasonably interfere with the normal operation of the Assets and further agrees that under no circumstances shall it perform any invasive tests of any nature on the Assets without the express written consent of Seller or any and the operator of the Subject EntitiesXxxxx or other Interests, such consent of Seller not to be unreasonably withheld. The However, if Buyer acknowledges and agrees that is denied access to inspect any information received in connection with this Section 5(fAsset by a third-party (unrelated to Seller), Buyer shall have no right to elect to exclude the affected Asset (or the portion thereof affected) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable Assets related thereto from the Assets to personal injurybe conveyed at Closing, death or physical or other property damage, or violation of and the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted Base Purchase Price shall not be reduced by the Allocated Value of such Assets; provided that Seller agrees to undertake good faith and commercially reasonable efforts to assist Buyer or in obtaining access from any of its representatives with respect such third party to inspect any of the Subject Entities and the Businesssuch Asset. IN CONNECTION WITH GRANTING SUCH ACCESS, EVEN IF AND EXCEPT TO THE EXTENT THAT SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, CLAIMS ARE CAUSED BY 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, SOLE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER, BUYER WAIVES AND RELEASES ALL CLAIMS AGAINST SELLER INDEMNITEES (collectivelyGROUP FOR INJURY TO, “Investigation Losses”)OR DEATH OF, PERSONS, OR DAMAGE TO PROPERTY, INCURRED OR DIRECTLY CAUSED BY BUYER OR ITS REPRESENTATIVES IN CONNECTION WITH THE PERFORMANCE OF THIS DILIGENCE AND BUYER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER GROUP FROM AND AGAINST ALL SUCH CLAIMS.

Access. With reasonable prior notice and subject to any applicable Law(a) From the date hereof through the Closing, any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, the Seller shall permit afford to Buyer 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 its authorized Representatives reasonable access, during normal business hourshours and on weekends if reasonably requested, and in a such manner so as not to unreasonably interfere with the normal business operations operation of the Seller, the Subject Entities and its and their Affiliatesbusiness, to all premises, the properties, designated executive officers and personnel, books, contracts, records (including Tax Records), contracts and documents appropriate officers and employees of or pertaining to the Business or Company and its Subsidiary and shall furnish such authorized Representatives with all financial and operating data and other information concerning the Subject Entitiesaffairs of the Company and its Subsidiary as Buyer and such Representatives may reasonably request. Buyer Seller shall have the right to generally conduct visualhave a Representative present at all times during any such inspections, non-invasive tests, interviews and examinations, and investigations of the Business Assetsadditionally, including those assessments necessary Buyer shall hold all such information confidential. Further, Buyer shall have no right to determine the presence of perform or conduct any environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections environmental investigating on or about any property, real or personal of the Business Assets may be conducted Company or its Subsidiary, without the Seller’s prior written consent, which Seller may grant, condition or withhold in its sole discretion. (b) Buyer shall not be unreasonably withheld. The Buyer agrees to comply fully with all rulesrelease, regulations indemnify and instructions issued by hold harmless the Seller, the Subject Entities and its Seller Indemnified Parties and their Affiliates Representatives, effective as of and from the date hereof, from and against any Losses arising directly or other Persons in respect of Buyer’s or its representatives’ actions while upon, entering or leaving any properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting indirectly from or relating in any manner whatsoever to any field visit, environmental property assessment, sampling, boring, drilling site visits or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any inspections of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT assets or properties of any Seller Indemnified Party pursuant to this Section 6.2. THE INDEMNIFICATION PROVISIONS IN THIS SECTION 6.2 SHALL BE ENFORCEABLE REGARDLESS OF WHETHER ANY PERSON (INCLUDING THE PERSON FROM WHOM INDEMNIFICATION IS SOUGHT) ALLEGES OR RESULT FROM, SOLELY OR IN PART, PROVES THE SOLE, ACTIVECONCURRENT, PASSIVE CONCURRENT CONTRIBUTORY OR COMPARATIVE NEGLIGENCE, NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR THE SOLE OR CONCURRENT STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON IMPOSED UPON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)PERSON SEEKING INDEMNIFICATION.

Access. With reasonable prior notice and From the Effective Date until the earlier of the Closing or the termination of this Agreement pursuant to Section 11.01, subject to any suitable protections to ensure compliance with all applicable Law, any applicable privileges (including the attorney-client privilege), trade secrets, antitrust and contractual confidentiality obligationscompetition Laws, the Seller Buyer or, in the Sellers’ reasonable discretion where necessary to comply with such applicable antitrust and competition Laws, the Buyer’s external legal counsel on an external counsel only basis, 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 (a) have access upon reasonable accessadvance written notice, during normal business hours, to the offices, employees (including for the purpose of hiring interviews), officers, representatives, and in a manner so as not to interfere with the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premisesother personnel, properties, designated executive officers Business Purchased Assets, books and personnelrecords of the Business and the Sellers and 3D Korea that the Buyer may reasonably request, books(b) be furnished by the Sellers with true, records (including Tax Records), contracts correct and documents complete copies of or pertaining such additional financial and operating data and other information relating to the Business or the Subject EntitiesBusiness Purchased Assets that is regularly prepared or received by the Sellers or 3D Korea, including any performance reports for the Business, in each case to the extent in the possession of or reasonably available to the Sellers or 3D Korea, but without any representation or warranty by the Sellers and without recourse to the Sellers, and (c) be furnished by the Sellers reasonable access to the employees of the Business and any information reasonably required for filing or obtaining any Required Consents. Buyer The Buyer’s access under this Section 6.02 shall be exercised in a manner as to not unreasonably interfere with the Business or any other businesses of the Sellers or 3D Korea. Without limiting the foregoing, (i) the Sellers and their Affiliates shall have the right to generally conduct visualcause any of their employees, non-invasive testsagents or representatives to accompany the Buyer during the course of any such access on the premises of any Leased Real Property, examinations(ii) the Buyer shall observe and comply with any safety, security and investigations other rules and regulations imposed by the owners, lessors or licensors of the Business Assetsrespective facilities, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued are reasonably imposed by the SellerSellers, while on the Subject Entities and its and their Affiliates or other Persons in respect premises of Buyer’s or its representatives’ actions while uponany Leased Real Property, entering or leaving any properties of the Seller or (iii) notwithstanding any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with other terms of this Section 5(f) will 6.02, access to any Leased Real Property shall be subject to (and may be prohibited by) all of the terms and conditions of the Confidentiality Agreement. The Assumed Lease and the Permitted Liens applicable to such Leased Real Property, and (iv) all access, inspections and other activities of the Buyer hereby agrees that it shall be liable for any performed at the Buyer’s sole cost and expense, in a good and workmanlike manner, lien-free, and in compliance with all Losses attributable to personal injuryapplicable laws, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities rules and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)regulations.

Access. With reasonable prior notice Between the date hereof and subject to any applicable Lawthe Closing, any applicable privileges Seller: (including the attorney-client privilege), trade secrets, i) shall give Buyer 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, its authorized representatives of the Buyer to have reasonable access, during normal regular business hourshours and upon reasonable advance notice, to such offices, plants, and in a manner so other facilities, and such books and records, of Xxxxx-Xxxxx, as not are reasonably necessary to interfere with the normal business operations of the Seller, the Subject Entities allow Buyer and its authorized representatives to make such inspections as they may reasonably require to verify the accuracy of any representation or warranty contained in Article 4; and (ii) shall cause officers of Xxxxx-Xxxxx to furnish Buyer and their Affiliates, its authorized representatives with such financial and operating data and other information with respect to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining Xxxxx-Xxxxx as Buyer may from time to the Business or the Subject Entitiestime reasonably request. Buyer Seller shall have the right to generally conduct visualhave a representative present at all times during any such inspections, non-invasive tests, examinationsinterviews, and investigations of examinations conducted at or on the Business Assetsoffices, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling plants, or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the Subject Entities and its and their Affiliates facilities or other Persons in respect of Buyer’s or its representatives’ actions while upon, entering or leaving any properties of the Seller or any of Xxxxx-Xxxxx. Additionally, Buyer shall hold in confidence all such information on the Subject Entities. The Buyer acknowledges terms and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of contained in the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for have no right of access to, and Seller shall have no obligation to provide to Buyer, the following information: (1) bids received by Xxxxx-Xxxxx from other Persons in connection with the Transactions and information and analysis (including financial analysis) relating to such bids; and (2) any and all Losses attributable information the disclosure of which would, in the opinion of outside counsel to personal injuryXxxxx-Xxxxx, death jeopardize any privilege available to Xxxxx-Xxxxx, Seller or physical any Seller Affiliate relating to such information or other property damagewould cause Seller, any Seller Affiliate or violation Xxxxx-Xxxxx to breach a confidentiality obligation existing as of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies date of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)this Agreement.

Access. With Provided that Buyer is not in default of its obligations under this Agreement, then from and after the Opening of Escrow through the earlier of the termination of this Agreement or the Closing Date, Buyer, its agents, consultants, contractors and subcontractors shall have the right, at reasonable times upon at least two (2) business days prior written notice and to Seller, subject to the rights of all tenants and occupants of the Property, and provided that Buyer has coordinated with Seller so as to afford Seller a reasonable opportunity to have a representative present at all such times, to enter upon the Property to conduct or make any and all non-intrusive and non-invasive inspections and Tests as may be necessary or desirable, subject to the limitations set forth below in this Paragraph 13. The scope of any analysis which requires physical sampling or any other invasive or intrusive testing of all or any part of the Property shall be subject to: (a) the prior written approval of Seller, which Seller may withhold or condition in its sole and absolute discretion, (b) Seller's receipt of written evidence that Buyer has procured the insurance required pursuant to this Paragraph 13, and (c) the requirement that Buyer dispose of all such test samples in accordance with applicable Lawlaw and at no cost or liability to Seller. Nothing herein shall authorize any subsurface testing, any applicable privileges boring or drilling on the Property by Buyer or its environmental consultant unless specifically approved in writing by Seller, which Seller may condition or deny in its sole and absolute discretion. Buyer shall obtain or cause its consultants to obtain (including the attorney-client privilegeand provide evidence to Seller), trade secretsat Buyer's sole cost and expense, prior to commencement of any investigative activities on the Property, a policy of commercial general liability insurance covering any and contractual confidentiality obligationsall liability of Buyer and Seller with respect to or arising out of any investigative activities. Such policy of insurance shall be from an insurance company acceptable to Seller and name Seller and the property manager as additional insureds and shall be kept and maintained in force during the term of this Agreement and so long thereafter as necessary to cover any claims of damages suffered by persons or property resulting from any acts or omissions of Buyer, Buyer's employees, agents, contractors, suppliers, consultants or other related parties. Such policy of insurance shall have liability limits of not less than Two Million Dollars ($2,000,000.00) combined single limit per occurrence for bodily injury, personal injury and property damage liability. Buyer hereby agrees promptly following the written request of Seller, to provide to Seller, a true and complete copy of all tests, reports, studies and the like generated by any vendor in connection with Buyer's inspection of the Property. Buyer shall keep all documents and information received from Seller shall permit and/or its agents and will cause each other the results of all of its inspections, studies, investigations, analysis, reports and the like confidential except as required by law and except for disclosures made to Buyer's agents, consultants and employees. Buyer hereby indemnifies, defends and holds the Property, Seller Partyand their respective officers, each Company directors, shareholders, members, participants, affiliates, employers, representatives, invitees, agents and Company Subsidiary andcontractors free and harmless from and against any and all claims, costs, losses, liabilities, damages or expenses arising out of or resulting from such entry by Buyer, its agents, consultants, contractors and subcontractors or Buyer's breach of its obligations under this Paragraph 13, except to the extent it has caused by Seller’s gross negligence or willful misconduct. The foregoing indemnity shall not apply to the Legal Rightmere discovery (without exacerbation) by Buyer (or its agents) of any pre-existing environmental or physical conditions at the Property. Additionally, each Company Joint Venture EntityBuyer shall immediately, at its sole cost and expense, repair any and all damage arising out of or resulting from such entry and any acts or omissions by Buyer, its agents, employees, consultants, contractors and subcontractors, and shall immediately, at its sole cost and expense, restore the Property to permitthe condition that existed immediately prior to such entry by Buyer, representatives its agents, employees, consultants, contractors and subcontractors. Furthermore, Buyer hereby agrees not to contact any tenants or other occupants of the Buyer to have reasonable access, during normal business hours, and in a manner so as not to interfere Property nor any governmental agencies with the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining respect to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and 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 invasive inspections of the Business Assets may be conducted Property without the Seller’s 's prior written consent, which Seller may withhold or condition in its sole discretion. Buyer shall keep the Property free and clear of any mechanics' liens or materialmen's liens related to Buyer's inspection and the other activities contemplated in this Paragraph 13. All of Buyer's obligations set forth in this Paragraph 13 shall survive the Close of Escrow and shall not be unreasonably withheld. The Buyer agrees to comply fully merged with all rulesthe Deed, regulations and instructions issued by shall survive the Seller, the Subject Entities termination of this Agreement and its and their Affiliates or other Persons in respect of Buyer’s or its representatives’ actions while upon, entering or leaving any properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject Escrow prior to the terms Close of Escrow, and conditions shall not be limited by any provision of the Confidentiality this Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”).

Access. With reasonable prior notice For the purpose of processing specific grievances of disputes, business and subject stewards have trip sheets, time and personnel disciplinary records made available to them on request immediately at the head terminal during the office hours of the Company and at other terminals within three (3)working days. Any employee who to have a payroll deduction made and remitted to a Credit Union must have such made to the Credit Union according to the wishes of the majority of the employees at the terminal involved. Any employee who is employedwhere there has been no established Credit Union must join the Credit Union which is the choice of the majority of the employees in the terminal where he is employed in order to have payroll deductions made on his behalf. In the event that an employee belongs to more than one Credit Union, he must make any applicable Lawadditional to other than the one specified on own behalf. A grievance shall consist of a dispute concerning interpretation and application of any clause in this Agreement, any applicable privileges (including alleged violation of the attorney-client privilege), trade secretsAgreement, and contractual confidentiality obligationsalleged abuses of by supervision in the treatment of employees contrary to the terms of the Agreement. If any question arises as to whether a particular dispute is or is not a grievance within the meaning of these provisions, the Seller question may be taken up the grievance procedure and determined, if necessary, by Arbitration. There shall permit be an xxxxxxx effort on the part of both parties to settle such grievances promptlythrough the following steps: In the event of a regular employee grievance, the grievance shall be discussed between the and will cause each other Seller Party, each Company and Company Subsidiary the first line supervisor. The may be by a Union and, if deemed necessary by the Union, by a Business Representativeof the Union. Failing settlement at Step I,the grievance must be submitted In writing to the extent it has Branch Manager or designate within seven (7) calendar days from the Legal Right, each Company Joint Venture Entity, to permit, representatives date of the Buyer alleged violation of the Agreement or from the date that the alleged violation became known to the but in no case more than thirty (30) days or the grievance shall be deemed to have reasonable access, during normal business hours, been withdrawn. The seven (7) days and in a manner so as thirty (30)days limitations provided above shall not to interfere with the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business deprive an employee or the Subject Entities. Buyer shall have Union of the right to generally conduct visualregister a retroactive claim for Health and Welfare benefits, non-invasive testspremiums or the monies accruing cost of living allowance, examinationswhere such premiums, contributions or allowances have not been 'paid line with the provisions of this Agreement. Nor shall the limitations apply to off employees claiming that they have not been recalled in with the provisions of Article The shall be accompanied by a Union Xxxxxxx and, if deemed necessary by the Union, he shall also be accompanied by a Business Representativeof the Union. Failing settlement at the above step, the Branch Manager shall render his decision in writing and investigations shall refer the grievance to and arrange a meeting between the Union and the General Manager or his designate within seven (7) days of the Business Assets, including those assessments necessary to determine date that the presence of environmental conditions or compliance with Environmental Requirementsgrievance was registered in writing. No sampling or other invasive inspections This meeting shall be held in the locale of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheldterminal unless agreed. The Buyer agrees General Manager or his designate shall render his in writing within seven (7) days from the date that the grievancewas referredto Should the parties fail to comply fully with all rules, regulations and instructions issued by reach satisfactory settlement the Sellerpreceding Steps, the Subject Entities and its and their Affiliates grieving party must, unless they wish to withdraw the grievance, proceed to as outlined in Section for or other Persons in respect of Buyer’s In the event that the Union or its representatives’ actions while uponthe Company has a grievance, entering or leaving any properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable the responsibility of the to personal injury, death or physical or advise the other property damage, or party in writing seven (7) calendar days of the alleged violation of the Seller’s Agreement, and by such notification arrange a meeting within fourteen (14) calendar days between the General Manager or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any his designate and a duly accredited principal officer of the Subject Entities Local or his designate. Should the fail to reach a satisfactory settlement, the grievance may be submitted to a Board of Arbitration as outlined in Section an-d S Grievances dealing with discharges or suspensions shall be registered in writing within (96) hours (Saturdays, Sundays and General excluded) from the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”).time of the discharge or suspension or the grievance shall be deemed to have been withdrawn. Such a grievance shall commence with Step of the Grievance Procedure as outlined in Section it shall be the responsibility.of the party desiring Arbitration to so the other party in writing in the case of:

Access. With reasonable prior notice (a) From and after the date of this Agreement and up to and including the Closing Date (or earlier termination of this Agreement) but subject to the other provisions of this Section 10.1 and obtaining any applicable Law, any applicable privileges required consents of Third Parties (including the attorney-client privilegewith respect to which consents Sellers shall use commercially reasonable efforts to obtain), trade secretsSellers shall afford to Buyer and its officers, employees, agents, accountants, consultants, attorneys, investment bankers 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, authorized representatives of the (“Buyer to have Representatives”) reasonable access, during normal business hours, to the Assets and personnel of Sellers and their respective Affiliates and to all Records in a manner so as not Sellers’ or any of their respective Affiliates’ possession. Specifically, Buyer shall be entitled to interfere with review all Records relating to the normal business operations design, mechanical integrity and usability of the SellerXxxxx 1H Well, the Subject Entities including casing records and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records make-up and/or run torque records. (including Tax Records), contracts and documents of or pertaining b) Prior to the Business Defect Claim Date, Buyer and any Buyer Representatives shall be entitled to conduct such testing of the Xxxxx 1H Well as Buyer determines is necessary in its review of the design, mechanical integrity and usability of the Xxxxx 1H Well, including PSI pressure testing and drift diameter testing. Sellers or the Subject Entities. Buyer any of their designees shall have the right to generally accompany Buyer and any Buyer Representatives whenever they are conducting any such testing on the Assets. (c) Prior to the Defect Claim Date, Buyer shall be entitled to conduct visuala Phase I environmental property assessment with respect to the Assets; provided that, non-any sampling or invasive testsactivity by Buyer or any Buyer Representatives shall require the prior written consent of Sellers, examinationsnot to be unreasonably withheld, conditioned or delayed. Sellers or any of their designees shall have the right to accompany Buyer and any Buyer Representatives whenever they are on site on the Assets. Notwithstanding anything herein to the contrary, Buyer shall not have access to, and investigations of shall not be permitted to conduct any environmental due diligence (including any Phase I environmental property assessments) with respect to, any Assets where Sellers do not have the Business Assetsauthority to grant access for such due diligence; provided, including those however, Sellers covenant and agree to use commercially reasonable efforts to obtain such access for Buyer. (d) Buyer shall coordinate its environmental property assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive and physical inspections of the Business Assets may be conducted without with Sellers and all Third Party operators to minimize any inconvenience to or interruption of the Seller’s prior written consentconduct of business by Sellers or such Third Party operators. Buyer shall abide by the applicable Sellers’, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all and any Third Party operator’s, safety rules, regulations and instructions issued by operating policies while conducting its due diligence evaluation of the SellerAssets, the Subject Entities and its and their Affiliates including any environmental or other Persons in respect of Buyer’s inspection or its representatives’ actions while upon, entering or leaving any properties assessment of the Seller or any Assets. Buyer hereby defends, indemnifies and holds harmless each of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions operators of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for Assets and the Seller Indemnified Parties from and against any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, Liabilities arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities assessment or other due diligence activity conducted by the Buyer or any of its representatives Buyer Representative with respect to any of the Subject Entities and the BusinessAssets, EVEN IF SUCH LOSSES LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY A MEMBER OF THE SELLER INDEMNITEESINDEMNIFIED PARTIES, EXCEPTING ONLY LOSSES LIABILITIES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF THE SELLER INDEMNIFIED PARTIES AND ANY SELLER INDEMNITEES LIABILITY FROM OR ASSOCIATED WITH THE DISCOVERY OF PRE-EXISTING ENVIRONMENTAL CONDITION OF THE ASSETS (collectively, “Investigation Losses”IT BEING UNDERSTOOD THAT ALL SUCH DISCOVERED LIABILITIES SHALL BE SUBJECT TO THE PROVISIONS OF ARTICLE XII).

Access. With reasonable prior notice Until Closing, Seller will allow Buyer and subject its agents 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, A) have access to the extent it has Assets and all documents and other data related thereto which is in the Legal Rightpossession, each Company Joint Venture Entitycustody or control of Seller and (B) conduct physical inspections, to permit, representatives of the environmental and other assessments deemed necessary by Buyer to have reasonable access, during normal business hours, detect or study environmental conditions and in a manner so as not to interfere with determine if the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining Assets are suitable for Buyer’s intended use. Seller will deliver such additional information relating to the Business or Assets that is in the Subject Entities. possession of Seller as reasonably requested by Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and 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 invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheldrepresentatives. The Buyer agrees shall be solely responsible for inspecting, investigating, verifying and confirming to comply fully Buyer’s satisfaction the state of title to the Assets, the state of the Sublease, all matters of survey affecting the Assets, the condition of the Assets, the compliance by the Assets with all rulesapplicable Laws, regulations including, without limitation, those pertaining to persons with disabilities, handicap access and instructions issued architectural barriers and those pertaining to Hazardous Substances and other environmental matters, and with all restrictive covenants and all other matters pertinent to the ownership, use and occupancy of the Assets. It is expressly agreed that all inspections, investigations, verifications and confirmations contemplated by the Seller, the Subject Entities and its and their Affiliates or other Persons in respect of this Section 5.1 shall be at Buyer’s or its representativessole cost, expense and risk. BUYER SHALL DEFEND, INDEMNIFY AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, CAUSES OF ACTION, DEMANDS, ACTIONS, LOSSES, DAMAGES, COSTS OR EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ actions while uponFEES AND COURT COSTS) INCIDENT TO, entering or leaving any properties of RESULTING FROM, OR IN ANY WAY ARISING OUT OF ANY ENTRY UPON OR INSPECTION BY OR ON BEHALF OF BUYER OF THE ASSETS. The indemnification contained in this Section 5.1 shall survive the Seller Closing or any termination of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”).

Access. With reasonable Tenant shall permit Landlord and its authorized representatives to enter the Premises, upon twenty four hours prior written notice (except in the case of an emergency in which case no advance notice is required), during usual business hours and subject to Tenant’s security and confidentiality requirements to (a) inspect the same and to make 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, necessary repairs 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, Premises and in a manner so as not to interfere with the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments perform any work therein that may be necessary to determine the presence of environmental conditions or compliance comply with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consentany laws, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rulesordinances, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies requirements of any public authority, (b) as may be necessary to prevent waste or deterioration of the Premises not otherwise permitted by this Lease, which Tenant is obligated, but has failed, to make, perform, or prevent, as the Buyer case may be and (c) to show the Premises to actual and prospective lenders, prospective purchasers or its representatives associated mortgagees of the Premises or providers of capital to Landlord. Tenant shall be required to reimburse Landlord for all out of pocket costs and expenses that Landlord incurs in order to perform repairs performed pursuant to subparagraph (a) above, and such reimbursement shall be paid, in full, within 10 days after Landlord’s delivery of written demand therefor. The performance thereof by Landlord shall not constitute a waiver of Tenant’s default in failing to perform the same. Landlord shall not, in connection with the Loss had been informed in writingdoing of any such work, arising out ofpermit any such work to disturb Tenant’s operations, resulting from inhibit access to the Premises or relating cause damage to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by Tenant’s property. During the Buyer or any period of its representatives with respect nine (9) months prior to any the expiration of the Subject Entities Lease (or at any time, if Tenant has vacated or abandoned the Premises or is otherwise in default under this Lease), Landlord and its agents may exhibit the BusinessPremises to prospective tenants upon twenty four hours prior written notice, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROMand such visits shall occur during usual business hours, SOLELY OR IN PARTbe subject to Tenant’s security and confidentiality requirements, THE SOLEand be limited to the extent required to avoid disturbing Tenant’s operations. Landlord shall indemnify Tenant from and against all loss, 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”)damage or injury incurred by Tenant or caused to the Premises arising from such access.

Access. With The right at reasonable times and following reasonable prior written 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 Tenant (and without notice in emergency) to enter (or in the Legal Right, each Company Joint Venture Entity, case of emergency to permit, representatives break and enter) and remain on the Premises with or without workmen tools appliances scaffolding and materials for the purposes of: (a) inspecting cleaning altering repairing maintaining renewing demolishing or rebuilding any part of the Buyer to have reasonable access, during normal business hours, and in a manner so as not to interfere Estate or any Adjoining Property (b) complying with the normal business operations Landlord’s obligations under this Lease or with any other Legal Obligation of the Seller, Landlord (c) inspecting the Subject Entities condition and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents state of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations repair of the Business Assets, including those assessments necessary Premises (d) taking schedules or inventories of fixtures and fittings and other items to determine be yielded up on the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections expiry of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or Term (e) exercising any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject rights granted to the terms and conditions Landlord under this Lease (f) remedying any breach of the Confidentiality Agreement. Tenant’s obligations under this Lease (in the manner permitted by this Lease) (g) carrying out any inspection of the Premises prior to any review of the Basic Rent pursuant to the provisions of schedule 5 or to comply with the requirements of the Insurers (whether for valuation purposes or otherwise) (h) affixing on the exterior of the Premises notices for the sale of the Landlord’s interest in the Premises or (in the last year of the Term) the reletting of the Premises (so long as such notices do not create a material obstruction to the access of light and air to the Premises) and to view the Premises with prospective purchasers and tenant the person entering causing as little damage and inconvenience as reasonably possible and making good at its expense any damage caused to the Premises by such entry to the Tenant’s reasonable satisfaction 5 Support The Buyer hereby agrees that it shall be liable for any rights of light air support protection shelter and all Losses attributable other easements and rights now or at any time during the Term belonging to personal injury, death or physical or enjoyed by any other property damage, or violation parts of the Seller’s or its Affiliate’s Estate or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”).Adjoining Property

Access. With reasonable prior notice (a) Prior to the Closing Date, or, if earlier, until the date this Agreement is terminated pursuant to Section 10.1, Sellers shall afford (and subject to any applicable Law, any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligationsshall cause their respective Affiliates, the Seller shall permit and will cause each other Seller Party, each Company and the Company Subsidiary and, Subsidiaries to the extent it has the Legal Right, each Company Joint Venture Entity, afford) to permit, representatives of the Buyer to have Buyers and its authorized Representatives reasonable access, during normal business hours, to the properties (including the Facility), books, contracts and records (including all management reports and presentations) of Sellers, the Company and the Company Subsidiaries, and to the appropriate officers and employees of the Company, the Company Subsidiaries and Sellers, in a manner so each case, as reasonably requested by Buyers and as may be necessary to assist Buyers in connection with Buyers’ understanding and preparations for integrating the Business into Buyers’ organization following the Closing; provided, however, that such access shall only be upon reasonable advance written notice to Sellers and shall not to interfere with the normal business unreasonably disrupt personnel or operations of the Seller, the Subject Entities Business and its shall be at Buyers’ sole cost and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entitiesexpense. Buyer Buyers shall have the right to generally conduct visual, a non-invasive tests, examinations, and investigations Phase I environmental site assessment of reasonable scope of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections assets and properties of the Business Assets may be conducted without the Seller’s prior written consentCompany, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rulesprovided, regulations and instructions issued by the Sellerhowever, the Subject Entities and its and that neither Buyers nor any of their Affiliates or other Persons in Representatives shall have the right to perform or conduct any invasive environmental sampling or environmental site assessment with respect of Buyer’s or its representatives’ actions while upon, entering or leaving any to the assets and properties of the Seller Company or any Company Subsidiary without the prior consent of Sellers, which consent may be withheld in Sellers’ sole discretion. Sellers shall have the right to have a Representative present at all times during any inspections, interviews and examinations. Notwithstanding the foregoing, Buyers shall have no right of access to, and Sellers shall have no obligation to provide to Buyer, information relating to (i) any information the disclosure of which would jeopardize any privilege relating to such information available to the Company, Sellers or any Affiliate of Sellers or would cause the Company, the Company Subsidiaries, Sellers or any of the Subject Entities. The Buyer acknowledges and agrees that their Affiliates to breach a confidentiality obligation or jeopardize any attorney-client or similar privilege; or (ii) any information received the disclosure of which would result in a violation of Law. It is further agreed that neither Buyers nor its Representatives shall contact any of the employees, customers, suppliers or Persons that have a business relationship with the Company or the Company Subsidiaries in connection with the Transactions, whether in person or by telephone, mail or other means of communication, without the specific prior authorization of Sellers and without a Representative of the Company or the Company Subsidiaries being present. (b) SEMG shall indemnify, defend and hold harmless the Seller Indemnified Parties effective as and from the date hereof, from and against any Losses actually suffered or incurred arising out of any injury to any Person or property resulting from the activities of Buyers or their Representatives under this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement6.2. The Buyer hereby agrees that it foregoing indemnification obligation shall be liable for any and all Losses attributable to personal injury, death survive the Closing or physical or other property damage, or violation termination of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)this Agreement.

Access. With 6.2.1 Each of Mezz IV and the Company agree that, from and after the Effective Date and the receipt by Escrow Agent of the Deposit, the Company shall provide or cause each Fee Owner to provide Pebblebrook with reasonable prior access to each Hotel (subject to this Section 6.2) during reasonable hours on Business Days upon reasonable advance notice and subject shall also make available to any applicable Law, any applicable privileges Pebblebrook (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 in the Legal RightCompany’s, any Fee Owner’s or any Subsidiary’s possession or cause Manager to make available) such Leases, Contracts and other non-proprietary information relating to the operation of each Hotel as Pebblebrook shall reasonably request, all upon reasonable advance notice. In no event, however, shall Mezz IV and the Company Joint Venture Entitybe obligated to make available Xxxxxxx’x Proprietary Material. 6.2.2 Pebblebrook shall at all times conduct its review, to permit, representatives of the Buyer to have reasonable access, during normal business hours, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, cost or expense to the Company, Fee Owners or any other Subsidiary or any Hotel and so as to not unreasonably interfere with or unreasonably disturb the normal business operations Manager, any guest or any Tenant at such Hotel, and Pebblebrook will indemnify, defend, and hold the Company, the Subsidiaries, Fee Owners and their respective direct or indirect members, partners, shareholders, officers, directors, employees or agents (collectively, the “Xxxxxxx Indemnified Parties” and each, a “Xxxxxxx Indemnified Party”) harmless from and against any such liability, damage, lien, loss, cost or expense, to the extent caused by Pebblebrook’s review, inspections and examinations. Prior to entry upon any Hotel, Pebblebrook shall provide the Company with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming the Company and Fee Owners as additional insureds) which shall be maintained by Pebblebrook in connection with its investigations upon any Property prior to the date of entry upon such Hotel, with limits, coverages and insurers under such policies reasonably satisfactory to such additional insureds. Without limitation on the foregoing, in no event shall Pebblebrook: (a) make any intrusive physical testing (environmental, structural or otherwise) at any Property (such as soil borings, water samplings or the like) without the Company’s express written consent which may be given or withheld in Company’s sole discretion (and Pebblebrook shall in all events promptly return such Hotel to its prior condition and repair thereafter) and which may be further conditioned upon, among other things, the Company’s approval of the Seller, following: (i) the Subject Entities insurance coverage of the contractor who will be conducting such testing; (ii) the scope and its nature of such testing to be performed by such contractor; and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining iii) a written confidentiality agreement by such contractor in form reasonably satisfactory to the Business Company; (b) contact the Manager or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations any Tenant or any guest of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted any Hotel without the SellerCompany’s prior express written consent, consent (which shall not be unreasonably withheld); (c) contact any Governmental Authority having jurisdiction over any Hotel without the Company’s express written consent (which shall not be unreasonably withheld). The Buyer agrees Company shall have the right, at its option, to comply fully with cause a representative of the Company to be present at all rulesinspections, regulations reviews and instructions issued examinations conducted hereunder. At Company’s written request, Pebblebrook shall promptly deliver to Company true, accurate and complete copies of any written reports relating to each Hotel prepared for or on behalf of Pebblebrook by any third party. In the event of any termination of this Agreement, Pebblebrook shall return all documents and other materials furnished by the SellerCompany, the Subject Entities and its and their Affiliates Mezz IV, Manager, or other Persons in respect of Buyer’s any Affiliate or its representatives’ actions while upon, entering or leaving any properties agent of the Seller foregoing. Pebblebrook shall keep all non-public information or any of the Subject Entities. The Buyer acknowledges and agrees that any information data received or discovered in connection with any of Pebblebrook’s inspections, reviews or examinations strictly confidential, except for disclosures to its counsel, provided such disclosures are on an as needed basis for Pebblebrook’s acquisition of the Pebblebrook Interest, and such persons are instructed to keep the information strictly confidential. 6.2.3 For avoidance of doubt, the access provided to Pebblebrook under this Section 5(f) will 6 shall not be subject construed to be a so called “due diligence period” and Pebblebrook’s findings during any such access to the terms Property shall be no reason to terminate this Agreement and conditions receive a return of the Confidentiality Agreement. Deposit. 6.2.4 The Buyer hereby agrees that it provisions of this Section 6 shall be liable survive any termination of this Agreement for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES one (collectively, “Investigation Losses”)1) year.

Access. With reasonable prior notice and subject to any applicable Law, any applicable privileges (including a) From the attorney-client privilegeExecution Date until the Closing (or earlier termination of this Agreement), 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, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visualinspect at the offices of Company, nonduring Company’s normal business hours and upon reasonable advance notice to Seller, copies or originals (as determined by Company and Seller) of all files, records and data related to the Assets that are in the possession of Company; provided, that access to certain of such files, records and data may be made available on a website created for such purpose. Notwithstanding the foregoing, Company shall not be under any obligation to furnish Buyer any data or information or access to any Assets which is subject to Non-invasive testsParty restrictions (provided that Seller has caused Company to use commercially reasonable efforts to obtain the consent of such Non-Party to disclose such data or information to Company or such access for Company, examinationsprovided further that Company will have no obligation to provide consideration in exchange for such consent or any materials subject to attorney-client privilege (other than title opinions)). Subject to Section 3.15, and investigations of Buyer shall also have the Business Assetsright to make or perform, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive during Company’s normal business hours, inspections of the Business Assets may Assets; provided, however, that (a) Buyer must make previous arrangements with Company and Seller for each such inspection, and (b) each such inspection shall be limited to Phase 1 Activities. All investigations and due diligence conducted by Buyer or Buyer’s representatives shall be conducted without at Buyer’s sole risk, cost and expense and shall be conducted in compliance with the Seller’s prior written consentterms of any applicable Leases, which shall not be unreasonably withheldSurface Contracts, and Contracts. BUYER SHALL RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS THE SELLER GROUP (AND COMPANY PRIOR TO CLOSING) FROM ANY AND ALL CLAIMS ARISING OUT OF, RESULTING FROM, OR RELATING TO ANY FIELD VISIT, ENVIRONMENTAL ASSESSMENT, OR OTHER DUE DILIGENCE ACTIVITY CONDUCTED BY BUYER OR ANY BUYER’S REPRESENTATIVE WITH RESPECT TO THE ASSETS REGARDLESS OF SELLER’S OR COMPANY’S NEGLIGENCE OR FAULT (INCLUDING THOSE CLAIMS RESULTING FROM THE SOLE, JOINT OR CONCURRENT NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER, COMPANY OR ANY REPRESENTATIVES OF EITHER SELLER OR COMPANY). The foregoing indemnity shall continue in full force and effect notwithstanding any termination of this Agreement. Buyer agrees to provide to Seller, immediately upon request, a copy of any and all environmental assessments of the Assets conducted by or on behalf of Buyer, including any reports, data, and conclusions, and to maintain the confidentiality of the information set forth therein until the Closing except to the extent disclosure is required under applicable Law. In the event that this Agreement is terminated, Buyer agrees to continue to maintain the confidentiality of such information except to the extent disclosure is required under applicable Law. Buyer agrees to comply fully with all the rules, regulations and instructions issued by of Seller and Company and any applicable Non-Party regarding the Seller, the Subject Entities actions of Buyer and its and their Affiliates or other Persons in respect of Buyer’s or its representatives’ actions agents while upon, entering or leaving the Assets. (b) During all periods that Buyer and/or any properties of the Buyer’s representatives are on the premises of Company or the Assets prior to Closing, Buyer shall maintain, at its sole expense and with insurers reasonably satisfactory to Seller, policies of insurance of types and in amounts sufficient to cover the obligations and liabilities of Buyer under this Section 3.3(b). Coverage under all insurance required to be carried by Buyer under this Section 3.3(b) will (i) be primary insurance, (ii) list the members of the Seller or Group and any applicable Non-Party operators as additional insureds, (iii) waive subrogation against the members of the Subject Entities. The Buyer acknowledges Seller Group and agrees that any information received (iv) provide for not less than 15 Days prior notice to Seller in connection with this Section 5(f) will be subject to the terms and conditions event of cancellation or modification of the Confidentiality Agreementpolicy or reduction in coverage. The Upon request by Seller, Buyer hereby agrees that it shall be liable for any and all Losses attributable provide evidence of such insurance to personal injury, death Seller prior to entering the premises of Company or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which lands underlying the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)Assets.

Access. With During the period from the Agreement Date through the earlier of the Closing or the termination of this Agreement pursuant to Section 10.1 (the “Pre-Closing Period”), and upon reasonable prior advance notice to the Company, the Company shall provide Parent and subject Parent’s Representatives with reasonable access during normal business hours to the Acquired Companies’ personnel, facilities and existing books and records; provided that any such access shall be conducted at Parent’s sole cost and expense, under the supervision of appropriate personnel of the Acquired Companies and in such a manner as to not unreasonably interfere with the normal operation of the business of the Acquired Companies. Nothing herein shall require any Acquired Company to disclose any information to Parent or Parent’s Affiliates or Representatives if such disclosure would (a) jeopardize any attorney-client or other legal privilege or (b) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the Agreement Date (including any confidentiality agreement to which any Acquired Company is a party); provided that the Acquired Companies shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a contravention of any applicable privileges (including the Law, fiduciary duty or agreement or jeopardize any attorney-client privilege)or other legal privilege including using commercially reasonable efforts to obtain the required Consent of any applicable third party or through the use of a “clean team.” Any information furnished to, trade secretsor obtained by, Parent pursuant to this Section 6.1, 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 any investigation of the Buyer to have reasonable accessCompany made by Parent or its Representatives, during normal business hours, and in a manner so as not to interfere with the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withhelddeemed to have been disclosed on the Disclosure Schedules as of the Agreement Date, to constitute a part of, or an amendment or supplement to the Disclosure Schedules, to cure any breach of any representation or warranty as of the Agreement Date or to otherwise limit the rights and remedies of Parent hereunder, in each case, unless so agreed to in writing by Parent. The Buyer agrees Except in the ordinary course of business unrelated to comply fully with all rulesthe transactions contemplated by this Agreement, regulations and instructions issued by prior to the SellerClosing, without the prior written consent of the Company, which may be withheld for any reason, no Parent Party or their Representatives may contact any suppliers to, or customers of, the Subject Entities Acquired Companies, and its and their Affiliates Parent will have no right to perform invasive or other Persons in respect subsurface investigation of Buyer’s or its representatives’ actions while upon, entering or leaving any properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received real property in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)herewith.

Access. With (a) Acquirer will cause each of the Compressco Entities, on and after the Closing Date, to afford promptly to Parent and its agents reasonable prior notice access to their properties, books, records, employees and auditors to the extent necessary to permit Parent to determine any matter relating to its rights and obligations hereunder or to any period ending on or before the Closing Date; provided that any such access shall only be granted to the extent Acquirer may do so without violating any agreement with any third party and to the extent Acquirer has the authority to grant such access without breaching any contractual (whether written or oral) restrictions or Applicable Law binding on it or the Compressco Entities; provided further that any such access by Parent shall not unreasonably interfere with the conduct of the business of Acquirer and shall be limited to the Acquirer’s and each of the Compressco Entities’ normal business hours. Acquirer shall hold in confidence all such information on the terms and subject to any applicable Lawthe conditions contained in the Confidentiality Agreement. Notwithstanding the foregoing, any applicable privileges (including a) Acquirer shall not be required to provide access or disclose information where such access or disclosure would jeopardize the attorney-client privilege), trade secrets, and contractual confidentiality obligations, the Seller (b) under no circumstance shall permit and will cause each other Seller Party, each Company and Company Subsidiary and, Parent or its agents be permitted 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, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of perform any invasive or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of intrusive environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of testing at the Business Assets may be conducted properties without the Seller’s prior written consentconsent of Acquirer, which consent can be withheld in its sole discretion (other than in relation to a claim for indemnification by Acquirer under this Agreement, in which case such consent shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Sellerconditioned or delayed; provided, the Subject Entities that (i) Parent and its agents shall indemnify and their Affiliates or other Persons in respect of Buyer’s or its representatives’ actions while upon, entering or leaving any properties of hold harmless Acquirer and the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable Compressco Entities for any and all Losses attributable to personal injuryincurred by Acquirer and the Compressco Entities arising out of such environmental sampling or testing by Parent and its agents at the properties and (ii) Parent shall, death or physical or other property damageand shall cause its agents to, or violation observe and comply with all health, safety and security requirements of the Seller’s or its Affiliate’s or any third Person operator’s rulesCompressco Entities while on the properties), regulations or operating policies and (c) in the event of which litigation, including arbitration, between them, the Buyer or its representatives associated parties will abide by and be subject to the discovery, evidentiary, and procedural rules of the governing jurisdiction. (b) In connection with the Loss had been informed rights of access, examination and inspection granted to Parent under this Section 5.02, other than in writingconnection with fraud or the bad faith, arising out ofgross negligence or willful misconduct of Acquirer, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY (i) PARENT WAIVES AND RELEASES ALL CLAIMS AGAINST THE ACQUIRER ENTITIES AND THE COMPRESSCO ENTITIES ARISING IN ANY WAY THEREFROM OR IN PARTANY WAY CONNECTED THEREWITH AND (ii) PARENT HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE SOLEACQUIRER ENTITIES AND THE COMPRESSCO ENTITIES FROM AND AGAINST ANY AND ALL DAMAGES ATTRIBUTABLE TO PERSONAL INJURY, ACTIVEDEATH OR PHYSICAL PROPERTY DAMAGE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF ANY ACQUIRER ENTITY’S OR COMPRESSCO ENTITY’S RULES, REGULATIONS, OR OPERATING POLICIES, ARISING OUT OF, RESULTING FROM OR RELATING TO ANY FIELD VISIT OR OTHER DUE DILIGENCE ACTIVITY CONDUCTED BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE PARENT OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)ITS AGENTS.

Access. With From the date of this Agreement until the Closing Date, Seller shall cause the Subsidiaries to permit Purchaser and its authorized representatives full access to, and make available for inspection, upon prior 24 hour notice and during reasonable business hours (or as otherwise agreed between the parties), the business of the Subsidiaries, including the employees, customers, lenders and suppliers of the Subsidiaries, and furnish Purchaser all documents, records and information relating thereto and with respect to the affairs of the Subsidiaries as Purchaser and its representatives may reasonably request, all for the sole purpose of permitting Purchaser to become familiar with the business and assets and liabilities of the Subsidiaries. The right of access described in the preceding sentence will include, without limitation, the right of entry on the Properties for the purpose of conducting test drilling of the Subsidiaries' mineral reserves and to conduct a Phase I Environmental Site Assessment ("ESA"), including specific review of the water rights of each Subsidiary outside the United States (each at Purchaser's sole risk and expense). Notwithstanding the foregoing, Purchaser shall not, without the prior written consent of the Seller, contact or otherwise communicate with any customer of Seller, a Subsidiary or any of their Affiliates; provided, however, that Purchaser may contact or communicate with such customers that are also customers of Purchaser so long as (i) Purchaser does not during such contact or communication discuss the terms, conditions, existence or any other aspect of this Agreement or the transactions contemplated thereby, including the impending availability of Seller's products or services, or (ii) a representative of Seller is provided reasonable prior notice of (which notice need not be written) and subject afforded a reasonable opportunity 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, participate in such contact or communication. Any additional Phase II environmental investigative work performed prior to the extent it has the Legal Right, each Company Joint Venture Entity, to permit, representatives Closing Date shall be performed only upon prior written agreement of the Buyer to have reasonable access, during normal parties. The Purchaser agrees that it shall conduct the activities specified in this paragraph in a manner that does not unreasonably interfere with the Subsidiaries' business hours, activities at the Properties and in a manner so as not that minimizes disturbance to interfere with the normal business operations existing condition of the SellerProperties. Purchaser agrees that it, the Subject Entities and its and their Affiliatesagents, to all premisesemployees, propertiesconsultants, designated executive officers and personnelinvitees, books, records (including Tax Records), contracts and documents of or pertaining permittees will present proper credentials when seeking access to the Business or the Subject Entities. Buyer Properties and shall have the right to generally conduct visual, non-invasive tests, examinations, and 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 invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rulesapplicable safety and environmental laws and regulations when performing the activities contemplated herein. Following the activities specified herein, regulations Purchaser shall restore the Properties to their original condition and instructions issued by the Sellershall remove all equipment, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical tools or other property damagebrought onto the Properties. Any unreasonable disturbance to the Properties as a result of the work contemplated herein will be promptly corrected by the Purchaser and/or its agents, employees, consultants, invitees, or violation permittees. Prior to Closing, Purchaser, and/or its agents, employees, consultants, invitees, or permittees, shall not disclose, and shall maintain as confidential, all information obtained as a result of the Seller’s work contemplated herein and the results of the Phase I ESA or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which additional Phase II environmental investigation performed prior to the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating Closing Date to any field visitother Person (including, environmental property assessmentwithout limitation, samplingany federal, boringstate, drilling or other invasive investigation activities or other due diligence activity conducted local governmental agencies, without the prior written consent of Seller (unless required by law to do so), and during the Buyer or any of its representatives with respect to any period from the Closing until the fifth anniversary of the Subject Entities and the BusinessClosing Date, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROMPurchaser and/or its agents, SOLELY OR IN PARTemployees, THE SOLEconsultants, ACTIVEinvitees, 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 or permittees shall not make such disclosures without providing Seller 15 days' prior written notice (collectively, “Investigation Losses”unless required by law to do so)).

Access. With reasonable prior notice and subject to any applicable LawPromptly upon execution of this Agreement, any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, the Seller shall permit provide Buyer and will cause each other Seller PartyBuyer’s authorized representatives (i) reasonable physical access, each Company at Buyer’s sole risk, cost and Company Subsidiary andexpense, to the Assets to allow Buyer to conduct on-site Phase I environmental site assessments of the Assets, to the extent it Seller has the Legal Right, each Company Joint Venture Entityright to grant such access for such purpose and the operator of the Assets consents thereto; and (ii) access to the Records and other Assets, to permitthe extent such data and records are in Seller’s, representatives its Affiliates or its or their respective representatives’ possession and relate to the Assets; provided, however, Seller shall have no obligation to provide Buyer access to any interpretative or predictive data or information which Seller believes in good faith it cannot lawfully provide Buyer because of third-party restrictions (to the extent any such data or information is proprietary or subject to third-party restrictions, Seller will use commercially reasonable efforts to obtain any consents necessary to allow Buyer to have reasonable accessreview such data or information). In connection with any on-site inspections, during normal business hours, and in a manner so as Buyer agrees to not to unreasonably interfere with the normal business operations operation of the Seller, Assets and further agrees that under no circumstances shall it perform any invasive tests of any nature on the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents Assets without the express written consent of or pertaining to the Business Seller or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations operator of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling Xxxxx or other invasive inspections Interests, as applicable, such consent of the Business Assets may be conducted without the Seller’s prior written consent, which shall Seller not to be unreasonably withheld. The Buyer agrees to comply fully with all rulesIN CONNECTION WITH GRANTING SUCH ACCESS, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF AND EXCEPT TO THE EXTENT THAT SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, CLAIMS ARE CAUSED BY 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 MEMBER OF THE SELLER INDEMNITEES (collectivelyGROUP, “Investigation Losses”)BUYER WAIVES AND RELEASES ALL CLAIMS AGAINST SELLER GROUP FOR INJURY TO, OR DEATH OF, PERSONS, OR DAMAGE TO PROPERTY, INCURRED OR DIRECTLY CAUSED BY BUYER OR ITS REPRESENTATIVES IN CONNECTION WITH THE PERFORMANCE OF THIS DILIGENCE AND BUYER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER GROUP FROM AND AGAINST ALL SUCH CLAIMS REGARDLESS OF WHETHER ANY OF SUCH CLAIMS MAY BE ATTRIBUTABLE IN WHOLE OR IN PART, TO THE STRICT LIABILITY OR NEGLIGENCE OF ANY MEMBER OF THE SELLER GROUP.

Access. With reasonable prior notice (a) Prior to the Closing Date and subject to the Pre-Signing Agreements and applicable Laws, Seller and the Company shall, and shall cause their respective Representatives to provide Buyer, its Affiliates and their respective Representatives with reasonable access to the properties, books and records of the Company or any Company Subsidiary (or, to the extent related to the Business, the Seller), as it reasonably requests in connection with Buyer’s efforts to consummate the Transactions, including, without limitation, monthly financial statements related to the Business that are prepared by the Seller or the Company in the ordinary course of business. Any such access and examination shall be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. Seller shall cause the officers, employees and Representatives of the Company and each Company Subsidiary (and, to the extent related to the Business, the officers, employees and Representatives of Seller) to cooperate with Buyer, its Affiliates and their respective Representatives in connection with such access and examination, and Buyer, its Affiliates and their respective Representatives shall minimize any disruption to the Business. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would require Seller, the Company or any Company Subsidiary to disclose information that in the reasonable judgment of Seller would: (A) violate any of Seller’s or its Affiliates’ respective obligations with respect to confidentiality; (B) result in a violation of applicable privileges Law; or (C) result in loss of legal protection, including the attorney-client privilegeprivilege and work product doctrine. (b) From the date hereof until the Closing, Buyer and its Affiliates shall not contact and communicate with the customers, suppliers and distributors of the Company or any Company Subsidiary in connection with the Transactions without Seller’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed). From and after the date hereof until the Closing, trade secretsSeller and Buyer shall cooperate in good faith to devise communication plans with regards to the customers and suppliers of the Business, including, upon the reasonable request of Buyer, the issuance of joint communications from Seller and Buyer to customers and suppliers of the Business regarding the Transactions. (c) From and after the Closing until the seven (7) year anniversary thereof, upon reasonable notice, Buyer shall, and contractual confidentiality obligations, shall cause the Seller shall permit and will cause each other Seller Party, each Company and the Company Subsidiary andSubsidiaries to, furnish or cause to be furnished to Seller and its Representatives reasonable access (including the extent it has the Legal Right, each Company Joint Venture Entity, ability to permit, representatives of the Buyer to have reasonable accessmake copies), during normal business hours, to such officers, management, employees, advisors, representatives, properties and in a manner so as not to interfere with the normal business operations of the Seller, the Subject Entities books and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining covering any period prior to the Business or Closing relating to the Subject Entities. Buyer shall have Company and the right to generally conduct visual, non-invasive tests, examinations, and investigations of Company Subsidiaries and/or the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets as may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives reasonably necessary with respect to any of the Subject Entities (i) financial reporting, Tax and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”).accounting matters,

Access. With reasonable prior notice (a) Between the date of this Agreement and subject to any applicable Lawthe Final Closing, any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, the Seller shall permit (and will shall cause each its Subsidiaries to) (i) afford the Purchaser's officers, employees, counsel, accountants and other Seller Party, each Company and Company Subsidiary and, authorized representatives access to the extent it has the Legal Right, each Company Joint Venture Entity, to permit, representatives Books and Records of Seller and its Subsidiaries in respect of the Buyer to have reasonable accessBusiness and the assets, properties and personnel relating thereto, in each case, during normal business hours, upon reasonable prior notice and in such a manner so as not to interfere with the normal operations of Seller, and (ii) furnish, except to the extent doing so would violate any Law or Contract, promptly to Purchaser all information concerning the Business and the assets, properties and personnel of the Business as may reasonably be requested by Purchaser; provided, however, that no investigation pursuant to this Section shall 29 38 affect or be deemed to modify any representation or warranty made by Seller hereunder or under the Acquisition Documents. All information so provided shall be held by the Purchaser under its existing confidentiality agreement entered into in connection with the transactions contemplated by this Agreement which shall continue following the execution or termination of this Agreement, with Seller being treated as if it were the party thereto entitled to the benefits thereunder. (b) After the Final Closing and for a period of five years following the Final Closing Date, (i) Purchaser shall afford Seller's officers, employees, counsel, accountants and other authorized representatives reasonable access to the Books and Records obtained from Seller and its Subsidiaries relating to the Business and (ii) Seller and its Subsidiaries shall afford Purchaser's officers, employees, counsel, accountants and other authorized representatives access to the Books and Records retained by Seller and its Subsidiaries relating to the Business, in each case, during normal business hours in such a manner as not to interfere with the normal operations of the SellerPerson providing access, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received as reasonably required in connection with preparing Tax Returns or financial statements, determining or enforcing rights or duties under this Section 5(f) will be subject to Agreement or the terms and conditions Acquisition Documents or complying with Law or requests of the Confidentiality Agreementany Governmental Authority. The Buyer Seller hereby agrees that it shall be liable keep confidential pursuant to Section 6.2(b) (for a period of five years from the date it obtains such information) any and all Losses attributable Confidential Information which it obtains pursuant to personal injurythis Section. Purchaser hereby agrees that if it obtains any confidential information related to the Grove Business pursuant to this Section, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating it shall agree to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives take such actions with respect to any such information as are required to be taken by Seller under Section 6.2(b) hereof with respect to Confidential Information (for a period of five years from the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”date Purchaser obtains such information).

Access. 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 a) 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 access (at reasonable accesstimes, during normal business hours, on reasonable prior written notice and in a manner so as not to interfere with the normal business operations of the Seller, Business) to the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers financial and personnelaccounting records, bookscontracts, and other records (including Tax Records)and documents, contracts and documents of or pertaining to the Business or Business. Notwithstanding the Subject Entities. Buyer shall have foregoing, the right to generally conduct visual, non-invasive tests, examinations, and 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 invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which Seller shall not be unreasonably withheld. The obligated (i) to provide any information, documents or access to any person unless the Buyer is responsible, pursuant to the terms of the Nondisclosure and Nonuse Agreement, dated as of November 19, 2002 (the "Confidentiality Agreement"), between the Seller and Parthenon Capital LLC, an Affiliate of the Buyer (it being understood that the Buyer agrees to comply fully with all rulesbe bound by the Confidentiality Agreement as if it were a party thereto), regulations for the use and instructions issued disclosure of any information obtained by such person from the Seller, or such person enters into a confidentiality agreement with the Subject Entities Seller 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 (B) cause the loss of the attorney-client privilege with respect thereto. Prior to the Closing, the Buyer and its representatives shall not contact or communicate with the employees, customers and their Affiliates suppliers of the Seller or other Persons the Company in respect connection with the transactions contemplated by this Agreement, except with the prior consent of Buyer’s or its representatives’ actions while upon, entering or leaving any properties of the Seller. (b) The Buyer and the Seller acknowledge and agree that the Confidentiality Agreement remains in full force and effect and that information provided by the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject Seller's Affiliates to the terms and conditions of Buyer pursuant to this Agreement prior to the Closing shall be treated in accordance with the Confidentiality Agreement. The Buyer hereby agrees that If this Agreement is terminated prior to the Closing, the Confidentiality Agreement shall remain in full force and effect in accordance with its terms. If the Closing occurs, the Confidentiality Agreement, insofar as it covers information relating exclusively or primarily to the Business, shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation terminate effective as of the Seller’s Closing, but shall remain in effect insofar as it covers other information disclosed thereunder. (c) Notwithstanding any provision of this Agreement to the contrary, the Buyer and its representatives shall not have any access at any time prior to the Closing to any information regarding pending or its Affiliate’s proposed bids for new contracts or subcontracts or any third Person operator’s rules, regulations or operating policies of which related information where 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 an Affiliate of the Buyer also has submitted or any of its representatives with respect intends to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)submit a bid for such contract or subcontract.

Access. With The parties to this Lease acknowledge that the Environmental Protection Agency ("EPA") has issued a RCRA Corrective Action Permit No. MDD046279311 (the "Permit") to General Electric Company ("GE"), a previous owner of the Property. The Permit requires GE, as the responsible party, to investigate and, where required, remediate certain Hazardous Substances that were placed on the Property while GE owned the Property. GE has covenanted to, and agreed with, Landlord that GE will perform all investigations, studies and remedial activities necessary to comply with the Permit and to remediate certain Hazardous Substances placed on the Property in violation of any Environmental Requirements while GE owned the Property (collectively, the "Remediation Activities"). GE has also agreed to indemnify Landlord with respect to Hazardous Substances introduced onto the Property by GE pursuant to a certain Indemnification Agreement between GE and Landlord dated April 25, 1996 (the "GE Indemnity"), a copy of which has been delivered to Tenant subject to the understanding that its terms and provisions be kept confidential. Landlord covenants that if GE fails to comply with the Permit, or to complete all Remediation Activities, or to comply with the provisions of the GE Indemnity, Landlord will take all commercially reasonable prior notice action necessary to require GE to comply with the Permit, to complete all Remediation Activities, and to comply with the provisions of the GE Indemnity. Landlord shall indemnify, defend, and hold harmless Tenant from any direct out of pocket cost or expense (excluding any lost profits or other indirect, special or consequential damages) incurred by Tenant as a result of GE's failure to comply with the Permit, to perform all Remediation Activities, and to comply with the GE Indemnity, to the same extent that Landlord is entitled to be indemnified by GE pursuant to the GE Indemnity, and subject to the same limitations set forth in the GE Indemnity. The foregoing indemnity is a personal obligation of the original Landlord and any applicable Lawpurchaser of the Property other than a purchaser as a result of a foreclosure action or deed in lieu of foreclosure. No party that becomes the successor Landlord hereunder as a result of a foreclosure action or deed in lieu of foreclosure shall have any obligation with respect to such indemnity. However, the personal obligation with respect to such indemnity of the original Landlord and any applicable privileges purchaser of the Property other than a purchaser as a result of a foreclosure action or deed in lieu of foreclosure shall survive any transfer of title. EMG, an environmental consulting firm located in Baltimore, Maryland, has advised Landlord that there is no human health threat to Landlord or Tenant as a result of GE's prior activities or the Remediation Activities covered by the Permit. Neither EPA nor any other governmental authority has provided Landlord with any notice that there is a human health threat to Landlord or Tenant as a result of GE's prior actions or the Remediation Activities, or that any use of the Premises should be limited while the Remediation Activities are pending. In order to permit GE to monitor and complete any Remediation Activities required by EPA, Landlord has agreed with GE that it will provide access to GE to certain monitoring xxxxx within the Property and the Premises (including the attorney-client privilege), trade secretseach of which is circular in shape, and contractual confidentiality obligations, has a diameter of less than one foot) shown on the Seller shall permit and will cause each other Seller Party, each Company and Company Subsidiary and, diagram attached hereto as Exhibit F (the "Affected Areas"). Tenant hereby grants 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, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have GE the right to generally conduct visual, non-invasive tests, examinations, enter upon the Premises and investigations other portions of the Business AssetsProperty for the purpose of reasonable ingress and egress to and from the Affected Areas and the performance of any and all Remediation Activities, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions following limitations: (i) Prior to entry of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable Property for any reason, GE has agreed to so advise Landlord at least fourteen (14) days in advance, which notice shall include a description of the work or activity to be performed, the location of the work or activity, and the time of day such work or activity will be performed (with all Losses attributable reasonable efforts to personal injury, death be made by GE to have such work or physical activity performed during non-traditional or "off-peak" working hours or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating hours acceptable to any field visit, environmental property assessment, sampling, boring, drilling Tenant). For emergencies or other invasive investigation activities or other due diligence activity conducted by the Buyer or good cause which would preclude GE from giving such fourteen (14) day prior written notice, GE shall give notice to Landlord as soon as practical. Landlord agrees to promptly notify Tenant whenever it receives notice from GE, and promptly to provide Tenant with copies of any of its representatives written notice Landlord receives from GE with respect to GE's entry onto the Premises. (ii) In conducting its Remediation Activities, GE has agreed to use all reasonable and diligent efforts to minimize disruption of or interference with any of Tenant's activities on the Subject Entities Property. Landlord will take all commercially reasonable action to require GE to comply with such agreement. If as a result of GE's Remediation Activities Tenant is required to close its operations at the Premises for more than four (4) hours, Tenant may bring legal action against GE, and, if GE is thereby in default under the GE Indemnity, Landlord will take all commercially reasonable action to cooperate with Tenant in bringing such action, including joining such action as a party, if necessary. In addition, if as a result of GE's Remediation Activities Tenant is unable to use five (5) or more of its loading docks, or twenty-five thousand (25,000) square feet or more of its Premises, for five (5) consecutive business days or more, a just and proportionate part of the BusinessRent, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROMbased on the portion of the Premises rendered unusable, 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 shall be suspended and abated from such fifth (collectively, “Investigation Losses”)5th) business day until such use is restored.

Access. With (a) From the Effective Date through the Closing Date, Company shall provide Buyer and its counsel, accountants and other representatives with reasonable access during normal business hours to the premises of Company and all property, both real and personal, contracts, leases, agreements and litigation documents relating to Company, as well as the books of account and other records of the Company. Buyer shall make reasonable efforts to coordinate with Company for time(s) and place(s) that such materials may be accessed. Company shall remove all of their files related solely to the Excluded Assets prior notice to the Closing Date at a time agreed upon by Buyer and subject Company. Upon reasonable notice, Company shall permit Buyer access to all of the premises of the Leased Real Property in order to install wiring and equipment for communication devices and other systems and to prepare for the integration of the Business with Buyer’s own business, all at Buyer’s cost and without causing material damage to such Premise. Buyer agrees to repair any applicable Lawdamage which may be caused due to the exercise of its rights pursuant to this Section 10.11 and to indemnify, defend and hold harmless Company from any applicable privileges and all losses arising out of or in any way connected with Buyer’s exercise of its rights pursuant to this Section 10.11. (including b) After the attorneyClosing Date, Buyer will afford Company and their agents reasonable access during normal business hours (with an opportunity to make copies) (subject, however, to confidentiality and similar non-client privilegedisclosure obligations), trade secrets, and contractual confidentiality obligations, the Seller shall permit and will cause each other Seller Party, each so long as Company and Company Subsidiary andprovides Buyer with prior written notice, to the extent it has Buyers’ books, records, workpapers, contracts, commitments, tax returns, personnel and records relating solely to the Legal Right, each Purchased Assets as the Company Joint Venture Entity, shall reasonably request for any reasonable business purpose relating to permit, representatives the Company’s prior ownership or operation of the Buyer to have reasonable access, during normal business hours, and in a manner so as Purchased Assets; provided that any such access by the Company shall not to unreasonably interfere with the normal business operations conduct of the Seller, business of the Subject Entities Buyer. The Company shall bear all of the out-of-pocket costs and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records expenses (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the Subject Entities and its and their Affiliates or other Persons in respect of Buyer’s or its representativesattorneys’ actions while upon, entering or leaving any properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received fees) reasonably incurred in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)foregoing.

Access. With reasonable prior notice (a) From and after the Execution Date and up to and including the Closing Date (or earlier termination of this Agreement), but subject to the other provisions of this Section 12.1 and obtaining any applicable Lawrequired consents of Third Parties, any applicable privileges including Third Party operators of the Assets (including which consents Sellers shall use commercially reasonable efforts (which shall not require the attorney-client privilegepayment of money) to obtain), trade secrets, and contractual confidentiality obligations, the (i) each Seller shall permit afford to Buyer and will cause each its officers, employees, agents, accountants, attorneys, investment bankers and other Seller Party, each Company and Company Subsidiary and, to the extent it has the Legal Right, each Company Joint Venture Entity, to permit, authorized representatives of the Buyer to have (“Buyer’s Representatives”) reasonable access, during normal business hours, and in a manner so as not to interfere with the normal business operations of the (x) such Seller, the Subject Entities and its and their Affiliates, ’s employees (following prior notice to all premises, properties, designated executive officers and personnel, books, records (including Tax RecordsSeller’s Representative), contracts (y) such Seller’s Assets, and documents (z) all Records in such Seller’s or its Affiliates’ possession, and (ii) each Seller shall permit Buyer’s Representatives to contact any purchaser of production from such Seller’s interest in the Assets that is directly remitting Burdens and Working Interest amounts on behalf of such Seller. All investigations and due diligence conducted by Buyer or pertaining any Buyer’s Representative shall be conducted at Buyer’s sole cost, risk and expense and any conclusions made from any examination done by Buyer or any Buyer’s Representative shall result from Buyer’s own independent review and judgment. (b) Buyer shall be entitled to conduct a Phase I environmental assessment with respect to the Business Assets. Seller’s Representative or the Subject Entities. Buyer its designees shall have the right to generally conduct visualaccompany Buyer and Buyer’s Representatives whenever they are on site on the Assets and also to collect split test samples if any are collected. Notwithstanding anything herein to the contrary, non-invasive tests, examinationsBuyer shall not have access to, and investigations shall not be permitted to conduct, any environmental due diligence (including any Phase I environmental assessments) with respect to any Assets where Sellers do not have the authority to grant access for such due diligence (provided, however, Sellers shall use their commercially reasonable efforts (which shall not require the payment of the Business Assetsmoney) to obtain permission from any Third Party to allow Buyer and Buyer’s Representatives such access). (c) Neither Buyer nor any Buyer’s Representative shall be entitled to conduct any sampling, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling boring, drilling or other invasive investigation activities (collectively, “Invasive Activities”) on or with respect to any of the Assets. If as a result of any Phase I environmental assessment findings, Buyer’s Representative recommends to Buyer to conduct any Invasive Activities, Buyer shall notify the Seller’s Representative of the affected Asset of such recommendation in writing. If Seller’s Representative does not consent to any such Invasive Activities proposed by Buyer with respect to a particular Asset or is unable to grant access to Buyer or its designee to conduct the recommended Invasive Activities requested by Buyer with respect to any Asset, Buyer shall have the right, in its sole and absolute discretion, to exclude such Asset affected thereby, and the Purchase Price shall be reduced at Closing by the Allocated Value of such Asset so excluded. (d) Buyer shall use its commercially reasonable efforts to coordinate its environmental property assessments and physical inspections of the Business Assets may be conducted without the with Seller’s prior written consentRepresentative and all Third Party operators to minimize any inconvenience to or interruption of the conduct of business by Sellers or such Third Party operators. Buyer shall abide by Seller’s Representative’s, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all and any Third Party operator’s, safety rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which Buyer has been made aware in writing while conducting its due diligence evaluation of the Assets, including any environmental or other inspection or assessment of the Assets. Except for those Liabilities that result from discovery of conditions or defects that already existed or with respect to the Assets prior to or at the time of such investigations, Buyer or its representatives associated with hereby agrees to defend, indemnify and hold harmless each of the Loss had been informed in writing, operators of the Assets and the Seller Indemnified Parties from and against any and all Liabilities arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives Buyer’s Representative with respect to any of the Subject Entities and the BusinessAssets, EVEN IF SUCH LOSSES LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY A MEMBER OF THE SELLER INDEMNITEESINDEMNIFIED PARTIES, EXCEPTING ONLY LOSSES IN THE CASE OF THIS SECTION 12.1(d) (i) LIABILITIES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY A MEMBER OF THE SELLER INDEMNITEES INDEMNIFIED PARTIES AND (collectively, “Investigation Losses”)ii) LIABILITIES THAT WERE EXISTING PRIOR TO SUCH INSPECTIONS.

Access. With 5.1.1 FP Bancorp and FPNB shall have the right, on reasonable prior notice and subject during ordinary business hours, to examine through their agents, auditors and attorneys all of the books, records and properties of RB Bancorp and BRB, including but not limited to all loan, investment, accounting, property and legal records and files. Such examination shall be made in a manner that will not unreasonably interfere with the conduct of their respective businesses, but shall not be conducted in any applicable Law, any applicable privileges (including case in a manner that would cause the loss of the attorney-client privilege)privilege with regard to any particular matter proposed to be examined; provided that the presence of a director who is also an attorney, trade secretsin his capacity as a director, shall not give rise to an attorney-client privilege for purposes of this Agreement. RB Bancorp and contractual confidentiality obligations, the Seller BRB shall permit provide adequate space and will cause each other Seller Party, each Company and Company Subsidiary andfacilities, to the extent it has the Legal Rightend that such examination shall be completed expeditiously, each Company Joint Venture Entity, to permit, representatives completely and accurately. In furtherance of the Buyer foregoing, prior to have reasonable accessthe Closing Date, during normal business hoursBRB and RB Bancorp shall provide FP Bancorp with all reports, board packages and other written communications with board members at the same times as such information is provided to such board members, including, without limitation, management reports and analysis of OREO, classified loans, and in a manner so as not to interfere with the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining any other reports relating to the Business loan portfolio or the Subject Entitiesservicing obligations and rights of RB Bancorp or BRB. Buyer In addition, FP Bancorp shall have the right to generally conduct visualexamine BRB's records with respect to its loan portfolio on a monthly basis. In the event the Reorganization provided for hereby is not consummated for any reason, non-invasive testsFP Bancorp, examinationsFPNB, RB Bancorp and investigations of the Business AssetsBRB each shall not, including those assessments necessary directly or indirectly: (i) utilize for its own benefit any Proprietary Information (as hereinafter defined) or (ii) disclose to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets any person any Proprietary Information, except as such disclosure may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received required in connection with this Section 5(f) will be subject Agreement or by law. "Proprietary Information" shall mean all confidential business information concerning the pricing, costs, profits and plans for the future development of business, and the identity, requirements, preferences, practices and methods of doing business of specific customers or otherwise relating to the terms business and conditions affairs of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any parties, and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any RB Bancorp and BRB, other than information which (A) was lawfully in the possession of the Subject Entities examining party prior to June 30, 1995 except under the Confidentiality Agreement and Negotiation Letter; (B) is obtained by FP Bancorp, FPNB, RB Bancorp or BRB after the Businessdate hereof from a source other than a party hereto not under an obligation of confidentiality to the party hereto to which the information relates; or (C) is in the public domain when received or thereafter enters the public domain through no action of the other party. In the event the Reorganization is not consummated for any reason, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROMeach shall return to the others all copies, 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”)notes and records obtained in the course of negotiation and examination.

Access. With reasonable prior notice (i) Between the date of this Agreement and subject to any applicable Lawthe Closing Date, any applicable privileges (including the attorney-client privilege), trade secretsCompany shall permit, and contractual confidentiality obligations, the Seller shall Sellers will permit and will cause each other Seller Party, each the Company and Company Subsidiary and, to the extent it has the Legal Right, each Company Joint Venture Entity, to permit, upon prior notification and approval, representatives of the Buyer (including legal counsel, accountants and other advisors) to have access at all reasonable accesstimes, during normal 37 business hours, and in a manner so as not to interfere with the normal business operations of the Seller, the Subject Entities and its and their AffiliatesCompany, to all premises, properties, designated executive officers and personnel, books, records (including Tax Recordsrecords), contracts Contracts and documents of or pertaining to Company. Additionally, as reasonably requested by Buyer and subject to the Business approval of the Company's chief executive officer in each instance, the Company and Sellers will coordinate or will cause to be coordinated meetings (whether in person or by telephone) between representatives of customers of, or suppliers to, the Company and representatives of Buyer. All requests by Buyer for any access, for Confidential Information, meetings with Company personnel or the Subject EntitiesCompany's customers or suppliers or inspection of the Company's properties shall be made to the Company's CEO. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and 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 invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges hereby confirms and agrees that any information received in connection with this Section 5(f) it will be subject to observe the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it , and shall be liable deemed the signatory to the Confidentiality Agreement as if it had been an original signatory thereto. Between the date of this Agreement and Closing, the Company will provide Buyer with copies of unaudited balance sheets of the Company and the related unaudited statements of income and cash flows for each month end and quarter end after the date of the Most Recent Balance Sheet as promptly as practicable, but in any event within thirty (30) calendar days, after each such month end and quarter end, prepared in the Ordinary Course of Business in accordance with GAAP applied on a basis consistent with past practice. (ii) Notwithstanding anything to the contrary set forth herein or in any other agreement (including the Confidentiality Agreement) to which the Parties are parties or by which they are bound, the obligations of confidentiality contained herein and therein, as they relate to the transactions contemplated by this Agreement, shall not apply to the tax structure or tax treatment of such transactions, and each Party (and any employee, representative or agent of any Party) may disclose to any and all Losses attributable to personal injuryPersons, death or physical without limitation of any kind, the tax structure and tax treatment of such transactions; PROVIDED, HOWEVER, that such disclosure shall not include the name (or other property damage, identifying information not relevant to the tax structure or violation tax treatment) of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of and shall not include information for which the Buyer or its representatives associated nondisclosure is reasonably necessary in order to comply with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)applicable securities laws.

Access. With During the Study Period, the Purchaser and the Purchaser's Agents shall be entitled, upon reasonable prior notice (which notice may be verbal provided the same is given personally I.E., not by message or phone mail) to MMI 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 andSubsidiaries, to enter upon the extent it has the Legal Right, each Company Joint Venture Entity, to permit, representatives of the Buyer to have reasonable access, Properties during normal business hours, with due regard to the rights of the 77 <PAGE> applicable Tenants and in a manner so as Borrowers (and the patients at the Facilities) and provided that such access shall not to unreasonably interfere with the normal business operations operation of the SellerFacilities, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visualmake such investigations, non-invasive including but not limited to appraisals, engineering studies, soil tests, examinationsenvironmental studies and underwriting analyses, as the Purchaser deems necessary or advisable, subject to the following limitations: (a) if such access violates any law or agreement to which MMI or any Subsidiary is a party, MMI and the Subsidiaries will so notify the Purchaser with specificity, and the Meditrust Entities may thereupon refuse such entry to such extent; (b) the Purchaser acknowledges that MMI's and the Subsidiaries' right of access to the Properties is governed by the Lease Documents and Loan Documents and that MMI and the Subsidiaries only have such rights of access as are set forth therein; (c) a representative of MMI or any Subsidiary (and of any applicable Tenant or Borrower if requested by such Tenant or Borrower) shall have the right to be present when the Purchaser and/or Purchaser's Agents conduct its or their investigations on any Property, PROVIDED, THAT, such representatives of MMI and the Subsidiaries make themselves available at the time that the Purchaser and/or the Purchaser's Agents conduct such investigations (it being understood and agreed that the Purchaser and MMI and the Subsidiaries shall cooperate with each other to determine a mutually acceptable time for such investigations); and (d) neither the Purchaser nor the Purchaser's Agents shall damage any Property or any portion thereof. As used herein, reasonable notice shall constitute such notice as MMI and the Subsidiaries may require to obtain the cooperation of the Business Assetsapplicable Tenants and Borrowers to allow the Purchaser and/or the Purchaser's Agents access to the Properties. MMI and the Subsidiaries shall use their best efforts to obtain such cooperation. The Purchaser hereby releases and forever discharges the Meditrust Entities and their respective successors and assigns of and from all debts, including those assessments necessary demands, actions, causes of action, suits, proceedings, judgments, damages, claims and liabilities whatsoever of every kind and nature, which the Purchaser may have by reason of its entry or the Purchaser's Agents' entry upon any Property prior to determine the presence Closing Date for the purpose of environmental conditions performing such tests and investigations (the "Work"); PROVIDED, HOWEVER, that nothing contained herein shall relieve the Meditrust Entities from responsibility for their own negligence or compliance with Environmental Requirements. No sampling willful misconduct or other invasive inspections from fulfilling their obligations under this Agreement unless the acts and/or omissions of the Business Assets may be conducted without Purchaser and/or the Seller’s prior written consent, which shall not be unreasonably withheldPurchaser's Agents prevent the Meditrust Entities from fulfilling such obligations. The Buyer Purchaser shall, upon completion of the Work authorized hereunder, restore each Property substantially to its condition immediately prior to the Work. The Purchaser shall and hereby agrees to comply fully indemnify, defend (with all rules, regulations and instructions issued counsel chosen by the Seller, Purchaser that is reasonably acceptable to the Subject Meditrust Entities) and hold the Meditrust Entities harmless from and its against claims and their Affiliates or other Persons in respect of Buyer’s or its representatives’ actions while upon, entering or leaving any properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received expenses in connection with (i) the Work resulting from the negligence or willful misconduct of the Purchaser and/or the Purchaser's Agents and (ii) any failure to restore each Property as required hereunder. The foregoing indemnification obligation shall include all costs reasonably incurred by the Meditrust Entities to enforce such indemnification and shall survive the Closing or any termination of this Section 5(f) will be subject Agreement. Prior to entering any Property to perform the Work authorized hereunder, the Purchaser shall provide the Meditrust Entities with a copy of the Purchaser's or the applicable Purchaser's Agent's certificate of comprehensive public liability insurance evidencing coverage in such amount as is reasonably satisfactory to the terms and conditions of the Confidentiality AgreementMeditrust Entities. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”).78 <PAGE> SECTION

Access. With reasonable After the date hereof and prior notice to the Closing, Seller shall exercise the voting, governance and contractual powers available to it to request (subject to any applicable Lawlegal, contractual, fiduciary, legal or similar obligation of Seller or any of its Affiliates, any applicable privileges (including director, officer or employee of Seller or any Seller Affiliate) the attorney-client privilege)Operating Companies to permit Purchaser and its executive officers, trade secretsmanagers, counsel, accountants 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, upon reasonable advance notice, during normal regular business hours, to the assets, employees, properties, books and records, businesses and operations relating to the Operating Companies as Purchaser may reasonably request including cooperating with Purchaser accounting personnel seeking to prepare U.S. GAAP financials for the Operating Companies; provided, however, that in no event shall Seller be obligated to provide any access or information if Seller determines, in good faith after consultation with counsel, that providing such access or information may be inconsistent with or otherwise violate applicable Law (including without limitation with respect to bankruptcy or insolvency, or applicable Law affecting creditors’ rights generally or general equitable principles), cause Seller or any Operating Company to breach a confidentiality obligation to which it is bound, or jeopardize any recognized privilege available to Seller or any Operating Company. Purchaser agrees to indemnify and hold Seller, any Seller Affiliate and any director, officer or employee of Seller or any Seller Affiliate 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, any Affiliate of Seller or the Operating Companies 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 Operating Companies prior to the Closing Date, whether pursuant to this Section 5.2 or otherwise. During any visit to the business or property sites of the Operating Companies, 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 Operating Companies’ safety and security procedures and conduct itself in a manner so as that could not be reasonably expected to interfere with the normal business operations operation, maintenance or repair of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations assets of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental RequirementsOperating Companies. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or Neither Purchaser nor any of its representatives with respect to shall conduct any environmental testing or sampling on any of the Subject Entities and business or property sites of the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)Operating Companies prior to the Closing Date.

Access. With The Contributors will afford to KMEP and its counsel, financial advisors, auditors and other authorized representatives (“Representatives”) reasonable access to the Contributors’ and the Companies’ financial, title, tax, corporate and legal materials and operating data and information available as of the date hereof and which becomes available to the Contributors at any time prior notice to the Closing Date, and subject will furnish to KMEP 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 Lawlaw or regulation, or jeopardize the availability of any applicable privileges (including privilege. The Contributors will use their reasonable best efforts to secure all requisite consents for the examination by KMEP and their Representatives of all information covered by confidentiality agreements and will promptly communicate to KMEP or its Representatives the substance of any such information, whether by redacting parts thereof or otherwise, so that disclosure would not violate any such confidentiality agreement or cause the loss of the privilege with respect thereto, and otherwise shall make all reasonable and appropriate substitute disclosure arrangements. The Contributors will cause the Companies to allow KMEP access to and consultation with the lawyers, accountants, and other professionals employed by or used by the Companies for all purposes under this Agreement. Any such consultation shall occur under circumstances appropriate to maintain intact the attorney-client privilege), trade secrets, privilege as to privileged communications and contractual confidentiality obligationsattorney work product. Additionally, the Seller shall permit Contributors will afford to KMEP and will cause each other Seller Party, each Company and Company Subsidiary and, its Representatives reasonable access to the extent it has the Legal Right, each Company Joint Venture Entity, to permit, representatives books and records of the Buyer Contributors insofar as they relate to have property, accounting and tax matters of the Companies. Until the Closing Date, the confidentiality of any data or information so acquired shall be maintained by KMEP and its Representatives. Further, the Contributors will afford to KMEP and its Representatives reasonable accessaccess from the date hereof until the Closing Date, during normal business hours, and in a manner so as not to interfere with the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, Companies’ assets and 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 invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees properties; provided that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it such access shall be liable for any at the sole cost, expense and all Losses attributable to personal injury, death or physical or other property damage, or violation risk of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)KMEP.

Access. With (a) PNG shall afford EQT and its authorized representatives 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, access during normal business hourshours to (i) management personnel of PNG, (ii) title, corporate and legal materials relating to the Assets and the Business, (iii) construction, compliance and operating data and information relating to the Assets and the Business and (iv) all locations of the Assets, and shall furnish to EQT such other information as it may reasonably request. Such access shall be conducted in a manner so as not to interfere that minimizes interference with the normal business operations of the SellerPNG, the Subject Entities Assets and the Business. (b) If EQT exercises rights of access under this section or otherwise or conducts examinations or inspections under this section or otherwise, then (i) such access, examination and inspection shall be at EQT’s sole risk, cost and expense and EQT waives and releases all claims against PNG, its Affiliates and their Affiliatesrespective directors, to all premisesofficers, propertiesemployees, designated executive officers attorneys, contractors, agents and personnel, books, records (including Tax Records), contracts successors and documents of assigns arising in any way therefrom or pertaining to the Business in any way connected therewith or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and 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 invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received arising in connection with this Section 5(fthe conduct of its directors, officers, employees, attorneys, contractors and agents in connection therewith and (ii) will be subject EQT agrees to the terms indemnify, defend and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for hold harmless PNG, its Affiliates and their respective directors, officers, employees, attorneys, contractors, agents and successors and assigns from and against any and all Losses attributable to claims, actions, or causes of action for personal injury, death or physical damage to property directly attributable to access to or other property damage, or violation inspection of the SellerAssets prior to the Closing by EQT, its Affiliates and their respective directors, officers, employees, agents or representatives in connection with EQT’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives activities with respect to the transactions contemplated hereby, other than claims, actions and causes of action attributable to the gross negligence or willful misconduct of any of the Subject Entities and the Businessindemnified party. THE FOREGOING RELEASE AND INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH CLAIMS, EVEN IF SUCH LOSSES ACTIONS, CAUSES OF ACTION OR DAMAGES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, STRICT LIABILITY SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEESPASSIVE NEGLIGENCE, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT MISCONDUCT) OF ANY SELLER INDEMNITEES INDEMNIFIED PARTY, OR (collectively, “Investigation Losses”)ii) STRICT LIABILITY.

Access. With (a) During the period from the date of this Agreement through the Closing Date, the Target Companies shall give Purchaser and its agents and authorized representatives (including prospective lenders) full and complete access to all offices, facilities, books and records, officers, employees and advisors (including audit and tax working papers prepared by its independent accountants, provided that Purchaser will execute releases reasonably requested by the independent accountants if requested to do so) of the Target Companies and the Subsidiary as Purchaser may reasonably request during normal business hours; provided that neither Target Company nor the Subsidiary is under any obligation to disclose to Purchaser or any such representative any information the disclosure of which is restricted by contract or Applicable Law or would be reasonably likely to compromise the attorney-client privilege. Purchaser covenants that any investigation shall be conducted in such a manner as not to unreasonably disrupt the normal operations of the Target Companies or the Subsidiary. (b) From and after the Closing Date, (i) for any reasonable business purpose, (ii) to the extent necessary for the preparation of financial statements, regulatory filings or Tax returns of the Sellers or their Affiliates, (iii) in connection with any legal proceeding or (iv) in connection with the determination of any matter relating to the rights or obligations of the Sellers or any of their Affiliates under this Agreement or any of the Target Company Agreements, Purchaser shall give the Sellers and their agents and authorized representatives reasonable access to all offices, facilities, books and records, officers, employees and advisors of Purchaser as it relates to the Target Companies as any Seller may reasonably request (upon reasonable prior notice and subject notice) during normal business hours; provided that Purchaser is not under any obligation to disclose to the Sellers or any such representative any information the disclosure of which is restricted by contract or Applicable Law or could compromise any applicable Law, any applicable privileges privilege (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, the Seller . The Sellers covenant that any investigation 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 be conducted in such a manner so as not to interfere with unreasonably disrupt the normal business operations of Purchaser. (c) Any information provided to or obtained by Purchaser pursuant to paragraph (a) above shall be deemed confidential information as described in the Selleragreement dated September 18, 2014 between Petsky Xxxxxxx LLC, as the Subject Entities authorized representative of the Target Companies, and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records Purchaser (including Tax Recordsthe “Confidentiality Agreement”), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinationsbe held by Purchaser in accordance with, and 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 invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms of, the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and conditions provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms thereof. In the event of the termination of this Agreement for any reason, Purchaser shall comply with the terms and provisions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any , including returning or destroying all confidential information and all Losses attributable to personal injury, death or physical or other property damage, or violation the non-soliciting of employees of the Seller’s Target Companies or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)Subsidiary.

Access. With reasonable prior notice and subject Subject to any applicable Lawthis Section below, any applicable privileges (including until 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, earlier to the extent it has the Legal Right, each Company Joint Venture Entity, to permit, representatives occur of the Buyer to have reasonable accessClose of Escrow or termination of this Agreement, during normal business hours, and in a manner so as not to interfere with the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer BUYER shall have the right to generally enter upon the Property to inspect, investigate and conduct visualtests upon the Property, non-invasive testsas BUYER, examinationsin its sole discretion deems necessary but at its sole cost and expense. BUYER shall keep the Property free and clear of any and all liens related to BUYER’s inspections, test, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirementsinvestigations. No sampling or other invasive All entry onto and inspections of the Business Assets may be conducted without the Seller’s prior written consent, which Property shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms following: (1) BUYER shall give SELLER not less than one (1) business day prior notice of any entry onto the Property by BUYER or by BUYER’s agents, employees, consultants, and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES contractors (collectively, “Investigation LossesBUYER’s Representatives”). (2) If the Property is physically damaged in connection with any of BUYER’s or BUYER’s Representatives’ activities on, in or about the Property pursuant to this Agreement, then BUYER, at BUYER’s sole cost and expense, shall promptly repair such damage. (3) BUYER shall indemnify, protect, defend (with counsel reasonably acceptable to SELLER) and hold harmless SELLER and each of SELLER’s employees, agents, officer, directors, and City Council for, from and against any and all claims, damages, liens, suits, causes of action, legal or administrative proceedings, finds, penalties, judgments, demands, obligations, costs, liabilities and losses (including mechanics’ liens) and expenses (including, without limitation, reasonable attorneys’ fees) (all collectively and each individually referred to herein as the “Claims and Liabilities”) for property damage (both real and personal), death or personal injury to the extent caused by the acts or negligence of BUYER or BUYER’s Representatives acting on behalf of BUYER pursuant to this Agreement while on, in, or about the Property, subject to this Section 4.C below, which obligation shall survive Close of Escrow or termination of this Agreement.

Access. With reasonable prior Landlord reserves and shall at any time and all times upon not less than twenty-four (24) hours advanced notice (except in cases of emergencies or for the provision of regular services required of Landlord under this Lease such as janitorial services, in either such case no notice being required) have the right to enter the Premises to inspect the same, to supply janitorial service and subject any other service to be provided by Landlord to Tenant hereunder, to submit said Premises to prospective purchasers, tenants or actual or prospective lenders, to post notices of non-responsibility, to use and maintain pipes and conduits in and through the Premises, and to alter, improve or repair the Premises or any applicable Lawother portion of the Building, all without being deemed guilty of an eviction of Tenant and without abatement of rent, and may for that purpose erect scaffolding and other necessary structures where reasonably required by the character of the work to be performed, provided that the business of Tenant shall be interfered with as little as is reasonably practicable. Landlord may enter by means of a master key without liability to Tenant for any damage caused by Landlord entering the Premises, -------------------------- Landlord's Tenant's initials initials -------------------------- -------------------------- except for damage to Tenant's personal property caused by any failure of Landlord to exercise due care. Tenant shall not disturb any notices or other items placed by Landlord in the Premises. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant's business, any applicable privileges (including loss of occupancy or quiet enjoyment of the attorney-client privilege), trade secretsPremises, and contractual confidentiality obligations, the Seller shall permit and will cause any other loss occasioned thereby. For 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 aforesaid purposes, Landlord shall at all times have and retain a key with which to have reasonable accessunlock all of the doors in, during normal business hoursupon and about the Premises, excluding Tenant's vaults and safes, and in a manner so as not to interfere with the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer Landlord shall have the right to generally conduct visual, non-invasive tests, examinations, and 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 invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for use any and all Losses attributable means which Landlord may deem proper to personal injury, death open said doors in an emergency in order to obtain entry to the Premises. Any lock installed by Tenant shall be of a type and style designated by Landlord concurrently with such installation. Any entry to the Premises obtained by Landlord by any of said means shall not under any circumstances be construed or physical deemed to be a forcible or other property damageunlawful entry into, or violation of a detainer of, the Seller’s or its Affiliate’s Premises, or any third Person operator’s rules, regulations or operating policies eviction of which Tenant from 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 Premises or any portion thereof. No provision of its representatives with respect this Lease shall be construed as obligating Landlord to perform any of the Subject Entities and the Businessrepairs, 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”)alterations or decorations except as otherwise expressly agreed to be performed by Landlord.

Access. With reasonable prior notice and subject to any applicable LawDuring the term of this Limited Warranty, any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, the Seller Firestone’s designated representatives or employees shall permit and will cause each other Seller Party, each Company and Company Subsidiary and, have free access to the extent it has Installation location for inspection, audit, or repair purposes during regular business hours. In the Legal Rightevent that access is limited due to security or other restrictions, each Company Joint Venture Entity, to permit, representatives Owner shall reimburse Firestone for all reasonable costs incurred during inspection and/or repair of the Buyer System or Materials that are due to have reasonable access, during normal business hours, and in a manner so as not delays associated with said restrictions. Waiver & Severability. Firestone’s failure to interfere with the normal business operations enforce any of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of terms or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which stated herein shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the Subject Entities and its and their Affiliates construed as a waiver of such provision or of any other Persons in respect of Buyer’s or its representatives’ actions while upon, entering or leaving any properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of this Limited Warranty. If any portion of this Limited Warranty is held by a court of competent jurisdiction to be invalid, void or unenforceable, the Confidentiality Agreementremaining provisions shall nevertheless continue in full force. The Buyer hereby agrees that it shall be liable for any Disputes. Any dispute, controversy or claim between Owner and all Losses attributable to personal injuryFirestone concerning this Limited Warranty, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visitMaterial supplied or specifically required by Firestone, environmental property assessmentshall be submitted to mediation in Davidson County, samplingTennessee. In the event that Owner and Firestone do not resolve the dispute, boringcontroversy or claim in mediation, drilling Owner and Firestone agree that neither party will commence or prosecute any suit, proceeding or claim other invasive investigation activities or other due diligence activity conducted by than in the Buyer or any of its representatives with respect state and federal courts located in Davidson County, Tennessee. Each party irrevocably consents to any the jurisdiction and venue of the Subject Entities above-identified courts. Owner hereby releases Firestone from all liability to Owner’s insurance carrier or to anyone claiming under or through Owner by reason of subrogation or otherwise. Governing Law. This Limited Warranty shall be governed by and construed in accordance with the Business, EVEN IF SUCH LOSSES ARISE laws of the state of Tennessee without regard to its rules on conflicts of laws. FIRESTONE DOES NOT WARRANT PRODUCTS INCORPORATED OR UTILIZED IN THIS INSTALLATION THAT WERE NOT FURNISHED BY FIRESTONE. FIRESTONE SPECIFICALLY DISCLAIMS LIABILITY UNDER ANY THEORY OF LAW ARISING OUT OF THE INSTALLATION OF, PERFORMANCE OF, OR RESULT FROMDAMAGES SUSTAINED BY OR CAUSED BY, SOLELY PRODUCTS NOT FURNISHED BY FIRESTONE. THIS LIMITED WARRANTY SUPERSEDES AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IN PARTIMPLIED, THE SOLEINCLUDING, ACTIVEWITHOUT LIMITATION, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCEWARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND FIRESTONE HEREBY DISCLAIMS ALL SUCH WARRANTIES. THIS LIMITED WARRANTY SHALL BE OWNER’S SOLE AND EXCLUSIVE REMEDY AGAINST FIRESTONE AND FIRESTONE SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, STRICT LIABILITY SPECIAL, INCIDENTAL, OR OTHER FAULT DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS OR VIOLATION DAMAGES TO THE BUILDING OR ITS CONTENTS, SUBSTRATES, OR THE ROOF DECK. THIS LIMITED WARRANTY CANNOT BE AMENDED, ALTERED, OR MODIFIED IN ANY WAY EXCEPT IN WRITING SIGNED BY AN AUTHORIZED OFFICER OF LAW FIRESTONE. NO OTHER PERSON HAS ANY AUTHORITY TO BIND FIRESTONE WITH ANY REPRESENTATION OR WARRANTY WHETHER ORAL OR WRITTEN. THIS WARRANTY INSTRUMENT CONSISTS OF OR BY ANY SELLER INDEMNITEESMULTIPLE PAGES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT ALL OF BREACH WHICH ARE PART OF THIS AGREEMENTDOCUMENT. ADDITIONAL REQUIREMENTS ARE DEFINED IN SUBSEQUENT PAGES. Firestone Building Products Company 000 0xx Xxxxxx Xxxxx • Xxxxxxxxx, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”).XX 00000 800-428-4442 • xxxxxxxxxxxxx.xxx 1001.002.2019

Access. With reasonable prior notice Commencing on the Effective Date and subject to any applicable Lawcontinuing through Closing, 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, afford authorized representatives of Buyer reasonable access to the extent it has Property to inspect the Legal RightProperty. Notwithstanding the Buyer’s intentions to inspect the Property, each Company Joint Venture EntityXxxxx acknowledges that Seller is selling the Property in an “as is, to permitwhere is, representatives with all faults” condition with no representations or warranties from Seller of any kind, express or implied, except for those set forth in Paragraph 7 below. While making the inspections permitted by this Section 5., Buyer to have reasonable access, during normal business hours, and in a manner so as not to shall at no time unreasonably interfere with the normal business operations on the Property, or cause any damage whatsoever to the Property, and Buyer covenants and agrees with Seller that in the event any such damage shall occur, Buyer shall immediately repair, at Buyer’s sole cost and expense, such damage to the reasonable satisfaction of Seller. Xxxxx's inspection and investigation of the SellerProperty shall be at the sole cost and expense of the Buyer, the Subject Entities and its all persons and/or companies engaged by Buyer to conduct such investigation and their Affiliatesinspection shall be appropriately licensed, if applicable, to all premisesdo so. Xxxxx agrees to leave the Property in substantially the same condition, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to repair any damage to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinationsProperty resulting from Xxxxx’s inspections, and investigations to indemnify, defend and hold Seller harmless from any loss, cost, damage, expense, claim or demand (including, without limitation, Seller's reasonable attorney fees and defense costs) resulting from any acts or omissions of Buyer and Buyer's employees, agents, contractors, or subcontractors conducting any activities or performing any services on the Business AssetsProperty, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable claims for any and all Losses attributable to personal injury, death or physical or other property damage, or violation other loss or damage of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out ofkind, resulting from or relating in any way related to any field visitsuch entry; provided that such indemnity shall not apply to (i) claims resulting from the negligence or willful or wanton misconduct of Seller, environmental property assessmentor its agents, sampling, boring, drilling employees or other invasive investigation activities or other due diligence activity conducted by the Buyer contractors or any other invitees of its representatives with respect Seller, or (ii) preexisting conditions (except to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”extent exacerbated by Buyer).

Access. With The Selling Stockholders will afford to the Purchaser and its authorized representatives, lenders and investors reasonable access to the Company's and the Subsidiaries' financial, title, tax, corporate and legal materials and operating data and information available as of the date hereof and which becomes available to the Selling Stockholders at any time prior notice to the Closing Date, and subject will furnish to the Purchaser such other information as it may reasonably request, unless any such access and disclosure would violate the terms of any agreement to which either the Selling Stockholders, the Company or the Subsidiaries is bound or any applicable Lawlaw or regulation. The Selling Stockholders will use their reasonable business efforts to secure all requisite consents for the examination by the Purchaser and its representatives of all information covered by confidentiality agreements. The Selling Stockholders will cause the Company and the Subsidiaries to allow the Purchaser, any applicable privileges (including its representatives, lenders and investors reasonable access to and consultation with the lawyers, accountants, and other professionals employed by or used by the Company and the Subsidiaries for all purposes under this Agreement. Any such consultation shall occur under circumstances appropriate to maintain intact the attorney-client privilege), trade secrets, privilege as to privileged communications and contractual confidentiality obligationsattorney work product. Additionally, the Seller shall permit Selling Stockholders will afford to the Purchaser and will cause each other Seller Partyits authorized representatives, each lenders and investors reasonable access to the books and records of the Selling Stockholders insofar as they relate to property, accounting and tax matters of the Company and Company Subsidiary andthe Subsidiaries. Until the Closing Date, the confidentiality of any data or information so acquired shall be maintained by the Purchaser and its representatives pursuant to the extent it has terms of that certain Confidentiality Agreement between the Legal RightCompany and the Purchaser dated March 14, each Company Joint Venture Entity1996 which Purchaser hereby acknowledges is binding on it. Further, the Selling Stockholders will afford to permitthe Purchaser and its authorized representatives, representatives of lenders and investors reasonable access from the Buyer to have reasonable accessdate hereof until the Closing Date, during normal business hours, to the Company's and in a manner so as not to interfere with the normal business operations Subsidiaries' facilities and other assets and properties; provided that such access shall be at the sole cost, expense and risk of the Seller, Purchaser. The Selling Stockholders acknowledge that the Subject Entities Purchaser has had access and will continue to have access to the senior management of the Company and the Subsidiaries and that each of such members of senior management is entitled to reveal to the Purchaser and its representatives, lenders and their Affiliates, to all premises, properties, designated executive officers investors information concerning the Company and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets Subsidiaries that may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations deemed confidential and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)proprietary.

Access. With reasonable Section 18.01 Landlord and its designees shall have the right, upon not less than twenty-four (24) hours’ prior written notice to Tenant (except in the event of an emergency, where no prior notice and subject to any applicable Law, any applicable privileges (including the attorney-client privilegeshall be required), trade secretsto enter upon any of the Demised Properties at reasonable hours to inspect such Demised Properties or, during the period commencing one year prior to the end of the Lease Term (or at any time if an Event of Default occurs), for the purpose of exhibiting same to prospective tenants and posting or erecting “for lease” or similar signage at the Demised Properties, all in Landlord’s discretion. Landlord’s Mortgagee shall have the right, upon not less than seventy-two (72) hours’ prior written notice to Tenant, to enter upon any of the Demised Properties at reasonable hours to inspect such Demised Properties, and contractual confidentiality obligationsTenant shall reasonably cooperate with Landlord’s Mortgagee to effectuate same. Any such entry and/or inspection by Landlord or Landlord’s Mortgagee shall not unreasonably interfere with Tenant’s ability to conduct its business operations at the Demised Properties. Section 18.02 Upon prior written notice from Landlord, the Seller Tenant shall permit and will cause each other Seller Party, each Company and Company Subsidiary and, such qualified persons as Landlord may designate (“Site Reviewers”) to visit the extent it has the Legal Right, each Company Joint Venture Entity, to permit, representatives of the Buyer to have reasonable access, Leased Premises during normal business hours, hours and in a manner so as which does not to unreasonably interfere with Tenant’s operations and perform, as agents of Landlord, environmental site investigations and assessments (“Environmental Site Assessments”) on the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the Subject Entities and its and their Affiliates or other Persons Leased Premises in respect of Buyer’s or its representatives’ actions while upon, entering or leaving any properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received following circumstances: (i) in connection with this Section 5(fany sale, financing or refinancing of the Leased Premises, (ii) will be subject within the six month period prior to the terms and conditions expiration of the Confidentiality AgreementTerm, (iii) if an Event of Default exists, or (iv) at any other time that, in the reasonable opinion of Landlord, new information gives rise to a reasonable basis to believe that an Environmental Condition exists in violation of any applicable Environmental Law or involving a Release of Hazardous Materials which exceeds an applicable industrial remediation standard under any applicable Environmental Law. Where specifically required by a third party in the context of clause (i), above, or where undertaken pursuant to clauses (ii), (iii) and (iv), such Site Assessments may include both above and below the ground testing of Environmental Media for Environmental Conditions or Hazardous Materials and such other tests as may be necessary, in the reasonable opinion of the Site Reviewers, to conduct such testing. Tenant shall supply to the Site Reviewers such historical and operational information regarding the Leased Premises as may be reasonably requested by the Site Reviewers and as may be in Tenant’s possession or reasonably available to Tenant to facilitate the Environmental Site Assessments, and shall make available for meetings with the Site Reviewers appropriate personnel having knowledge of such matters. The Buyer hereby agrees that it cost of performing and reporting Environmental Site Assessments under clause (i) if such sale is to Tenant or any affiliate or designee of Tenant, under clause (iii), and under clause (iv) if any Environmental Condition or Release of Hazardous Materials which requires remediation to meet applicable industrial remediation standards or are in violation of any applicable Environmental Law is actually discovered, shall be liable for any and all Losses attributable to personal injurypaid by Tenant, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted otherwise such costs shall be paid by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)Landlord.

Access. With reasonable prior notice Amgen acknowledges, agrees and subject to any understands that absent an applicable Law, any applicable privileges Services Agreement (including the attorney-client privilegeas defined in Section 8.16 above), 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 permitnone of its agents, representatives of the Buyer or employees shall be permitted access at any time to have reasonable accessDialysis Center, during normal business hoursits Designated Affiliates and/or Managed Centers for any reason whatsoever. In each situation in which a Services Agreement is executed and delivered, and in a manner so as not to interfere with the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets Amgen may be conducted without granted access solely for the Seller’s prior written consent, which shall not be unreasonably withheldpurposes described in such Services Agreement(s). The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer If Dialysis Center or any of its representatives Designated Affiliates or Managed Centers changes their general policies concerning vendors accessing their clinics, Dialysis Center shall use its commercially reasonable efforts to provide Amgen with respect at least fifteen (15) days notice in advance of the effective date of such change. If Dialysis Center or any of its Designated Affiliates or Managed Centers denies Amgen access to any of its clinics, Dialysis Center shall provide Amgen with a written explanation of the Subject Entities reason for such denial within fifteen (15) days after such denial. Without limitation of the foregoing, Amgen agrees that it and its agents, representatives and employees shall at all times comply with all applicable laws and regulations, [DELETED], and that Amgen’s discussion of the BusinessProducts shall be in compliance with [DELETED] all applicable laws and regulations. Furthermore, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROMAmgen acknowledges, SOLELY OR IN PARTagrees and understands that it must obtain Dialysis Center’s prior written approval of all proposed educational, THE SOLEmarketing and promotional materials, ACTIVEincluding, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCEbut not limited to, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEESall proposed presentations relating to anemia management, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENTany of the Products, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES any other Amgen product or otherwise, whether directed toward Dialysis Center employees or any patient of Dialysis Center. Such approval may be given only by Dialysis Center’s Vice President, Clinical Operations or his authorized representative. Dialysis Center’s Vice President, Clinical Operations or his authorized representative agree to notify Xxxxx’s National Account Manager of his decision within ten (collectively10) business days after receipt of such program, “Investigation Losses”)material or presentation request, otherwise such request will be deemed denied. If Dialysis Center or any of its Designated Affiliates or Managed Centers determines that any previously approved Amgen materials are no longer appropriate for use in its clinics, Dialysis Center shall provide Amgen with written notice of such determination promptly so that Amgen can notify its personnel of such determination and understand the reason therefore.

Access. With reasonable prior notice (i) On the Closing Date or as soon thereafter as practicable, but in no event later than ninety (90) calendar days after the Closing Date, Seller will deliver or cause to be delivered to Purchaser all original agreements, documents, books, records and subject files (whether in machine or human-readable format) in the possession of Seller and its Affiliates relating to any applicable Lawthe Business or the Assets, any applicable privileges including property records, production records, engineering records, purchasing and sales records, personnel and payroll records (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 Rightpermitted by Law), each Company Joint Venture Entityaccounting records, to permitmailing lists, representatives customer and vendor lists and records, contractor and candidate lists and records, and databases containing any of the Buyer foregoing (collectively, "RECORDS"), except that, subject to Purchaser's right to have reasonable access, Seller shall retain and not Transfer to Purchaser (i) Records which contain only incidental information relating to the Business or primarily relating to Seller or the businesses of Seller other than the Business; (ii) personnel and payroll Records that Seller is prohibited by Law from transferring to Purchaser; and (iii) the Organizational Documents of Seller, Healthcare Sub and GBS (collectively, the "RETAINED RECORDS"). (ii) For a period of five (5) years after the Closing, upon reasonable notice, each of Purchaser and Seller will give, or cause to be given, to the Representatives of the other access to and permission to copy, at the requesting Party's expense, during normal business hours, Records relating to periods prior to the Closing and access to employees, to the extent reasonably requested by the other Party in a manner so as not connection with financial reporting matters, audits, legal proceedings, employee benefit claims, governmental investigations and other reasonable business purposes related to interfere with the fact of its ownership of the Business; PROVIDED, HOWEVER, that nothing herein will obligate any Party to take actions that would unreasonably disrupt the normal business operations course of its business, violate the Sellerterms of any contract to which it is a party or to which it or any of its assets is subject, the Subject Entities and or grant access to any of its and their Affiliatesproprietary, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of confidential or pertaining classified information which does not relate to the Business or the Subject EntitiesAssets; provided, HOWEVER, that Purchaser, its Affiliates and the employees, officers, directors and agents of any of them shall not have any liability in connection therewith. Buyer Notwithstanding anything herein to the contrary, this SECTION 7.8(B)(II) shall have the right not apply with respect to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling Actions or other invasive inspections of disputes between the Business Assets may be conducted without Parties. (iii) In the Seller’s prior written consentevent and for so long as any Party actively is pursuing an affirmative recovery or contesting or defending against any charge, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rulescomplaint, regulations and instructions issued by the Selleraction, the Subject Entities and its and their Affiliates suit, proceeding, hearing, investigation, claim or other Persons in respect of Buyer’s or its representatives’ actions while upon, entering or leaving any properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received demand in connection with (i) any transaction contemplated under this Section 5(fAgreement or any Acquisition Agreement or (ii) will be subject any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the terms Closing Date involving the Business or the Assets, the other Party will cooperate with such Party and conditions of its counsel in the Confidentiality Agreement. The Buyer hereby agrees that it shall pursuit, contest or defense as may be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)reasonably requested.

Access. With reasonable prior notice The Tenant agrees to permit the Landlord 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, authorized representatives of the Buyer Landlord to have enter the Demised Premises at all times during usual business hours upon reasonable accessnotice, during normal business hours, and in a manner so as provided Landlord does not to unreasonably interfere with the normal business operations of Tenant, for the Seller, purpose of inspecting the Subject Entities same and its and their Affiliates, upon Tenant’s failing to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of make repairs or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees failing to comply fully with all ruleslaws, regulations and instructions issued by the Sellerordinances, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies requirements, etc., making all necessary repairs to the Demised Premises and performing any work therein that may be necessary to comply with any laws, ordinances, rules, regulations or requirements of which any public authority or of the Buyer Board of Fire Underwriters or its representatives associated any similar body or that the Landlord may deem necessary to prevent waste or deterioration in connection with the Loss had been informed Demised Premises. Nothing herein shall imply any duty upon the part of the Landlord to do any such work which, under any provision of this Lease, the Tenant may be required to perform, and the performance thereof by the Landlord shall not constitute a waiver of the Tenant’s default in writingfailing to perform the same. The landlord may during the progress of any work in the Demised Premises keep and store upon the Demised Premises all necessary materials, arising out oftools and equipment. The Landlord shall not in any event be liable for inconvenience, resulting from or relating to any field visitannoyance, environmental property assessmentdisturbance, sampling, boring, drilling loss of business or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any damage of the Subject Entities Tenant by reason of making repairs or the performance of any work in the Demised Premises, or on account of bringing materials, supplies and equipment into or through the Demised Premises during the course thereof, and the Businessobligations of the Tenant under this Lease shall not thereby be affected in any manner whatsoever. The Landlord is hereby given the right during usual business hours to enter the Demised Premises upon reasonable notice, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROMprovided that Landlord does not unreasonably interfere with the normal business operations of Tenant, SOLELY OR IN PARTand to exhibit the same for the purposes of sale or hire during the final nine months of the Term and the Landlord shall be entitled to display, THE SOLEon the Demised Premises in such manner as not unreasonably to interfere with the Tenant’s business, ACTIVEthe usual “For Sale” or “To Let” signs, 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”)and the Tenant agrees that such signs may remain unmolested upon the Demised Premises.

Access. With reasonable prior notice (a) From and after the date hereof and up to and including the Closing Date (or earlier termination of this Agreement) but subject to the other provisions of this Section 10.1 and obtaining any applicable Lawrequired consents of Third Parties, any applicable privileges including Third Party operators of the Assets (including the attorney-client privilegewhich consents Seller shall use commercially reasonable efforts to obtain), trade secrets, and contractual confidentiality obligations, the Seller shall permit afford to Buyer and will cause each its officers, employees, agents, accountants, attorneys, investment bankers and other Seller Party, each Company and Company Subsidiary and, to the extent it has the Legal Right, each Company Joint Venture Entity, to permit, authorized representatives of the Buyer to have (“Buyer’s Representatives”) reasonable access, during normal business hours, and in a manner so as not to interfere with the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business Assets and all Records in Seller’s or any of its Affiliates’ possession. All investigations and due diligence conducted by Buyer or any Buyer’s Representative shall be conducted at Buyer’s sole cost, risk and expense and any conclusions made from any examination done by Buyer or any Buyer’s Representative shall result from Buyer’s own independent review and judgment. (b) Buyer shall be entitled to conduct a Phase I environmental property assessment with respect to the Subject EntitiesAssets. Buyer Seller or its designee shall have the right to generally conduct visualaccompany Buyer and Buyer’s Representatives whenever they are on site on the Assets and also to collect split test samples if any are collected. Notwithstanding anything herein to the contrary, non-invasive tests, examinationsBuyer shall not have access to, and investigations of 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 Business Assetsauthority to grant access for such due diligence (provided, including those assessments necessary however, Seller shall use its commercially reasonable efforts to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling obtain permission from any Third Party to allow Buyer and Buyer’s Representatives such access). (c) Before conducting any sampling, boring, drilling or other invasive inspections investigation activities (“Invasive Activities”) on or with respect to any of the Business Assets may Assets, Buyer shall (i) furnish Seller with a written description of the proposed scope of the Invasive Activities to be conducted without conducted, including a description of the Seller’s activities to be conducted, and a description of the approximate location and expected timing of such activities and (ii) obtain the prior written consentconsent of Seller to undertake such Invasive Activities, which shall consent will not be unreasonably withheld, conditioned or delayed. The If any of the proposed Invasive Activities may unreasonably interfere with normal operation of the Assets, Seller may request an appropriate modification of the proposed Invasive Activity. Any Invasive Activities shall be conducted by a reputable environmental consulting or engineering firm, approved in advance by Seller (such approval not to be unreasonably withheld or delayed) and, once approved, such environmental consulting or engineering firm shall be deemed to be a “Buyer’s Representative.” Buyer agrees shall obtain all permits necessary to comply fully conduct any approved Invasive Activities from any applicable Governmental Authorities; provided that, upon request, Seller shall provide Buyer with assistance (at no cost or liability to Seller) as reasonably requested by Buyer that may be necessary to secure such permits. Seller shall have the right, at its option, to split with Buyer any samples collected pursuant to approved Invasive Activities. (d) Buyer shall coordinate its environmental property assessments and physical inspections of the Assets with Seller and all Third Party operators to minimize any inconvenience to or interruption of the conduct of business by Seller or such Third Party operators. Buyer shall abide by Seller’s, and any Third Party operator’s, safety rules, regulations and instructions issued by operating policies while conducting its due diligence evaluation of the SellerAssets, the Subject Entities and its and their Affiliates including any environmental or other Persons in respect of Buyer’s inspection or its representatives’ actions while upon, entering or leaving any properties assessment of the Seller or any Assets. Buyer hereby defends, indemnifies and holds harmless each of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions operators of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for Assets and the Seller Indemnified Parties from and against any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, Liabilities arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives Buyer’s Representative with respect to any of the Subject Entities and the BusinessAssets, EVEN IF SUCH LOSSES LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY A MEMBER OF THE SELLER INDEMNITEESINDEMNIFIED PARTIES, EXCEPTING ONLY LOSSES LIABILITIES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY A MEMBER OF THE SELLER INDEMNITEES INDEMNIFIED PARTIES. (collectivelye) Buyer agrees to promptly provide Seller, “Investigation Losses”)but in no less than 5 days after receipt or creation, copies of all final reports and test results prepared by Buyer and/or any of Buyer’s Representatives which contain data collected or generated from Buyer’s due diligence with respect to the Assets. Seller shall not be deemed by its receipt of said documents or otherwise to have made any representation or warranty, expressed, implied or statutory, as to the condition of the Assets or to the accuracy of said documents or the information contained therein. (f) Upon completion of Buyer’s due diligence, Buyer shall at its sole cost and expense and without any cost or expense to Seller or its Affiliates, (i) repair all damage done to the Assets in connection with Buyer’s due diligence, (ii) restore the Assets to the approximate same or better condition than they were prior to commencement of Buyer’s due diligence and (iii) remove all equipment, tools or other property brought onto the Assets in connection with Buyer’s due diligence. Any disturbance to the Assets (including the leasehold associated therewith) resulting from Buyer’s due diligence will be promptly corrected by Buyer. (g) During all periods that Buyer and/or any of Buyer’s Representatives are on the Assets, Buyer shall maintain, at its sole expense and with 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 Buyer hereunder will (i) be primary insurance, (ii) list Seller Indemnified Parties as additional insureds, (iii) waive subrogation against Seller Indemnified Parties and (iv) provide for 5 days prior notice to Seller in the event of cancellation or modification of the policy or reduction in coverage. Upon request by Seller, Buyer shall provide evidence of such insurance to Seller prior to entering the Assets.

Access. With (a) From the date hereof through the Closing, upon the reasonable prior notice advance written request of Buyer, the Sellers shall (i) afford to Buyer and subject its authorized Representatives reasonable access, during normal business hours and in such manner as not to unreasonably interfere with the normal operation of the businesses of the Sellers, to the properties, books, contracts, data, files, information and records of the Sellers to the extent reasonably relating to and in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, but only to the extent Related to the Business and (ii) make available the appropriate officers and Representatives of the Sellers and their Affiliates (including, if appropriate, legal counsel) whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Acquired Assets into Buyer’s organization following the Closing; provided, that the foregoing shall not require (A) the Sellers or their Affiliates or any of their respective Representatives to (1) permit any inspection, or to disclose any information, that would result in the disclosure of any competitively sensitive information of the Sellers or of any of their Affiliates (other than such information to the extent Related to the Business), (2) violate any obligations of the Sellers or any of their Affiliates to any third party with respect to confidentiality (but Sellers shall request a waiver thereof from such third party), (3) violate any privacy or other Laws applicable Lawto the Sellers or any of their Affiliates, (4) disclose Tax Returns or any applicable privileges Tax-related work papers to the extent not related to the Acquired Assets or the Business or (5) provide information relating to any bids received from others in connection with the transactions contemplated by this Agreement and the Ancillary Agreements and information and analysis (including financial analysis) relating to such bids, (B) any disclosure by the Sellers or their Affiliates or their respective Representatives that would reasonably be expected, as a result of such disclosure, and upon the advice of counsel, to have the effect of causing the waiver of any privilege (including the attorney-client privilege)and work product privileges) or (C) the auditors and independent accountants of the Sellers or any of their Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality agreement and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. The Sellers shall have the right to have a Representative present at all times during any such inspections, trade secretsinterviews and examinations and any meetings or other communications with any Representatives of the Sellers shall be arranged by Parent. Additionally, Buyer shall hold, and contractual confidentiality obligationsshall cause its Affiliates and Representatives to hold, in confidence all such information on the Seller shall permit terms and will cause each other Seller Party, each Company and Company Subsidiary and, subject to the extent it has conditions contained in the Legal RightConfidentiality Agreement. (b) For a period of seven (7) years following the Closing, each Company Joint Venture Entityin connection with (i) a response to the request or at the direction of a Governmental Authority, (ii) the preparation of Tax Returns, accounting records or audits relating to permitthe Acquired Assets or the Business, representatives (iii) any action of a third party (i.e., other than Buyer or its Affiliates) relating to the Business or (iv) any regulatory filing or matter, subject to applicable Law and subject to any applicable privileges or confidentiality obligations or understandings, Buyer to have shall, upon the reasonable advance written request of Parent, (A) afford the Sellers and their authorized Representatives reasonable access, during normal business hours, hours and in a such manner so as not to unreasonably interfere with the normal business operations operation of the Sellerbusinesses of Buyer and its Affiliates, to the properties, books, contracts, data, files, information and records of Buyer and its Affiliates to the extent Related to the Business and (B) make available the appropriate officers and Representatives of Buyer and its Affiliates (including, if appropriate, legal counsel) whose assistance and expertise is necessary to assist the Sellers in connection with their inquiries for any of the purposes referred to above; provided, that the foregoing shall not require (1) Buyer or its Affiliates or its or their respective Representatives to (w) permit any inspection, or to disclose any information, that would result in the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates, (x) violate any obligations of Buyer or its Affiliates to any third party with respect to confidentiality, (y) violate any privacy or other Laws applicable to Buyer or any of its Affiliates or (z) disclose Tax Returns or any Tax-related work papers to the extent not related to the Acquired Assets or the Business, (2) any disclosure by Buyer or its Affiliates or its or their respective Representatives that would reasonably be expected, as a result of such disclosure, and upon the advice of counsel, to have the effect of causing the waiver of any privilege (including the attorney-client and work product privileges) or (3) the auditors and independent accountants of Buyer and any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality agreement and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. (c) For a period of seven (7) years following the Closing, in connection with (i) a response to the request or at the direction of a Governmental Authority, (ii) the preparation of Tax Returns, accounting records or audits relating to the Acquired Assets, (iii) any action of a third party (i.e., other than Parent or its Affiliates) relating to the Business or (iv) any regulatory filing or matter, subject to applicable Law and subject to any applicable privileges or confidentiality obligations or understandings, the Subject Entities Sellers shall, upon the reasonable advance written request of Buyer, (A) afford to Buyer and its authorized Representatives reasonable access, during normal business hours and in such manner as not to unreasonably interfere with the normal operation of the businesses of the Sellers and their Affiliates, to all premises, the properties, designated executive officers and personnel, books, contracts, data, files, information and records (including Tax Records), contracts of the Sellers and documents of or pertaining their Affiliates to the extent Related to the Business or and (B) make available the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, appropriate officers and investigations Representatives of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the Subject Entities and its Sellers and their Affiliates (including, if appropriate, legal counsel) whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s inquiries for any of the purposes referred to above; provided, that the foregoing shall not require (1) the Sellers or their Affiliates or their respective Representatives to (w) permit any inspection, or to disclose any information, that would result in the disclosure of any competitively sensitive information of the Sellers or of any of their Affiliates unrelated to the Business, (x) violate any obligations of the Sellers or their Affiliates to any third party with respect to confidentiality, (y) violate any privacy or other Persons in respect of Buyer’s or its representatives’ actions while upon, entering or leaving any properties of Laws applicable to the Seller Sellers or any of the Subject Entities. The Buyer acknowledges and agrees that their Affiliates or (z) disclose Tax Returns or any information received in connection with this Section 5(f) will be subject Tax-related work papers to the terms extent not related to the Acquired Assets or the Business, (2) any disclosure by the Sellers or their Affiliates or its or their respective Representatives that would reasonably be expected, as a result of such disclosure, and conditions upon the advice of counsel, to have the effect of causing the waiver of any privilege (including the attorney-client and work product privileges) or (3) the auditors and independent accountants of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer Sellers or any of its representatives with respect their Affiliates to make any work papers available to any of the Subject Entities Person unless and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)until such Person has signed a customary confidentiality agreement and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants.

Access. With From the date hereof through the Closing Date, the Company shall provide Buyer and its authorized agents, officers, representatives and the Financing Sources reasonable prior notice access to the books and subject to records, the officers and other key employees of the Company and its Subsidiaries and the operations of their businesses; provided, however, that such examinations and investigations shall be conducted during the Company’s and its Subsidiaries’ normal business hours, with reasonable advance notice, and shall not unreasonably interfere with the operations and activities of the Company and its Subsidiaries; provided, further, that neither Buyer nor any applicable Lawof its Affiliates, nor any of their respective employees, counsel, accountants, consultants, the Financing Sources and their respective representatives, shall contact any competitor, supplier, distributor or customer of the Company or any of its Subsidiaries for the purposes of discussing the Company, any applicable privileges of its Subsidiaries or any aspect of their respective businesses or Seller, this Agreement or the transactions contemplated hereby without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided that, notwithstanding the foregoing, the Company shall take any and all reasonably requested action to facilitate contact by Buyer with any of the Key Customers and Key Suppliers prior to the Closing regarding the transactions contemplated by this Agreement and the Buyer shall permit a representative of the Company to be present at any such meetings or discussions. Notwithstanding the foregoing or anything contained herein to the contrary, Buyer and its authorized agents, officers and representatives shall not be permitted or entitled to examine any materials without the Company’s prior written consent when (including i) such materials are protected by the attorney-client privilege), trade secrets(ii) such examination would contravene any Law, and contractual confidentiality obligations, the Seller shall permit and will cause each other Seller Party, each Company and Company Subsidiary and, fiduciary duty or binding agreement entered into prior to the extent it has date hereof or (iii) such event would be reasonably likely to jeopardize 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, the Subject Entities Company’s and its Subsidiaries’ relationships with their respective customers, suppliers and their Affiliates, to all premises, properties, designated executive officers other applicable third parties. All investigations and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives shall be coordinated with respect to any of Seller and shall be conducted at Buyer’s sole cost, risk and expense, and Buyer shall indemnify and hold Seller Indemnified Parties, the Subject Entities Company and the BusinessCompany’s Subsidiaries (and their respective officers and directors) harmless from and against any and all costs and expenses (including reasonable attorneys fees) resulting from any physical damage caused to the Company’s or its Subsidiaries’ properties by Buyer’s Representatives in Buyer’s on-site due diligence and investigation; provided, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROMhowever, 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”)that nothing in this Section 6.2 shall be construed as limiting in any manner Seller’s obligation to indemnify the Buyer Indemnified Parties pursuant to Article IX.

Access. With (a) Between the date of this Agreement and the Closing Date (or sooner termination or expiration hereof) and upon 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 Partynotice, each Company party shall afford the officers, employees, counsel, accountants and Company Subsidiary and, to the extent it has the Legal Right, each Company Joint Venture Entity, to permit, representatives other authorized Representatives of the Buyer to have requesting party reasonable access, during normal business hours, to such disclosing party’s properties, books, contracts and in records as well as to its management personnel; provided that such access shall be provided on a manner so as not basis that minimizes the disruption to interfere with the normal business operations of the Sellerdisclosing party; provided, further, that Buyer shall not (nor permit its Representatives to) (i) contact, either directly or indirectly, any employees, independent contractors, customers, prospects, vendors, suppliers or other business relationships of the Pecos Entities (collectively, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records “Key Relationships”) or (including Tax Records), contracts and documents of ii) perform invasive or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and subsurface investigations of the Business AssetsReal Property, including those assessments necessary to determine without in either situation, the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections prior written consent of the Business Assets may be conducted without the Seller’s prior written consent, Seller Representative (which shall not be unreasonably withheld, conditioned or delayed). The Buyer agrees Sellers and the Pecos Entities shall have a right to comply fully with have a Representative present at all rulestimes of any inspections, regulations interviews and instructions issued by the Seller, the Subject Entities and examinations conducted at or in its and their Affiliates offices or other Persons in respect of Buyer’s facilities or its representatives’ actions while upon, entering properties or leaving any properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(fany interviews of the Key Relationships. (b) will To the fullest extent permitted by Applicable Law, the disclosing party shall not be subject responsible or liable to the terms requesting party for injuries sustained by the requesting party’s officers, employees, counsel, accountants and conditions of other authorized Representatives in connection with the Confidentiality Agreement. The Buyer hereby agrees that it access provided pursuant to Section 5.2(a), and such disclosing party shall be liable indemnified, defended and held harmless by the requesting party for any and all Losses attributable to suffered by the disclosing party or its officers, employees, counsel, accountants and other authorized Representatives in connection with any such injuries, including personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE . THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY NOTWITHSTANDING ANY NEGLIGENCE (WHETHER SOLE, ACTIVECONCURRENT, PASSIVE CONCURRENT ACTIVE OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY PASSIVE) OR OTHER FAULT OR VIOLATION STRICT LIABILITY ON THE PART OF LAW OF OR BY ANY SELLER INDEMNITEESTHE DISCLOSING PARTY, EXCEPTING ONLY LOSSES INJURIES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)THE DISCLOSING PARTY.

Access. With reasonable prior notice and subject to any applicable Law, any applicable privileges Sellers will permit representatives of each Buyer (including the attorney-client privilege), trade secrets, legal counsel 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 accountants) to have reasonable access, during normal business hoursaccess at reasonable times, and in a manner so as not to interfere with the normal business operations of the Seller, the Subject Entities and its and their AffiliatesSellers, to all premises, properties, designated executive officers and personnel (including its IT support personnel), books, landlords, suppliers, vendors, records (including Tax Recordstax records), contracts contracts, and any other documents or records of or pertaining to the Business or Purchased Assets; provided, however, Buyers and their representatives shall coordinate all requests for access and information with the Subject Entitieschief restructuring officer of Sellers. Such access shall include the provision of adequate workspace for at least one representative of each Buyer shall have with telephone, computer, printer and internet access. Buyers will treat and hold as such any Confidential Information they receive from Sellers in the right to generally conduct visual, non-invasive tests, examinations, and investigations course of the Business Assetsreviews contemplated by this Section 5(d), including those assessments necessary including, without limitation, any Confidential Information they received prior to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consentdate hereof, which shall will not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or use any of the Subject Entities. The Buyer acknowledges and agrees that any information received Confidential Information except in connection with this Section 5(fAgreement, and, if this Agreement is terminated for any reason whatsoever, will return to Sellers or destroy all tangible embodiments (and all copies) will be subject to the terms and conditions of the Confidentiality AgreementConfidential Information which are in their possession. The Sellers shall promptly deliver to each Buyer hereby agrees that it copies of all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed by Sellers in their Chapter 11 Case as Buyers shall be liable for any and all Losses attributable to personal injuryreasonably request. Notwithstanding the preceding sentence, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the if either Buyer or any of its representatives becomes legally required to disclose any Confidential Information that it is otherwise obligated to hold in confidence pursuant to this Section 5(d)(i), such Buyer will promptly notify the Sellers and will use all commercially reasonable efforts to cooperate with respect to any the Sellers so that the Sellers may seek a protective order or other appropriate remedy and/or waive compliance with this Section 5(d)(i). If such protective order or other remedy is not obtained, or if the Sellers waive compliance with this Section 5(d)(i), such Buyer will (a) disclose only that portion of the Subject Entities Confidential Information which its legal counsel advises it is compelled to disclose or otherwise stand liable for contempt or suffer other similar significant corporate censure or penalty, (b) use all commercially reasonable efforts to obtain reliable assurance requested by the Sellers that confidential treatment will be accorded such Confidential Information, and (c) promptly provide the BusinessSellers with a copy of the Confidential Information so disclosed, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROMin the same form and format so disclosed, SOLELY OR IN PARTtogether with a list of all Persons to whom such Confidential Information was disclosed. Sellers will provide to Buyers the information set forth on Schedule 5(d) substantially in accordance with the time periods set forth on such Schedule. To the extent that such information relates to trade secrets or other proprietary information of third parties, THE SOLEthe parties will reasonably cooperate with one another to ensure that the provision of such information does not violate any applicable terms of the licenses or other agreements relating to such information. Sellers will provide the Buyers with reasonable access to the Acquired Stores which they intend to purchase for the purpose of installing, ACTIVEat such Buyer's cost, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCEwide area network lines, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEEScomputer software and related assets necessary to effect the transition the Acquired Stores on the Closing Date to such Buyer's information technology systems; provided, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENThowever, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES that if this Agreement is terminated, such Buyer will bear the cost of removing any such assets; and provided further that such installation shall not occur in a manner that unreasonably interferes with Sellers' operation of the Acquired Stores; and provided further that in no event shall Buyers connect the installed equipment or otherwise have access to Sellers' computer network prior to Closing. Further, Sellers will permit the Buyers to have reasonable access (collectivelyprovided that such access shall be to the extent practicable during times other than normal business hours and Buyers shall bear any associated costs (including, “Investigation Losses”without limitation, any associated payroll and related costs)) to its personnel prior to the Closing so that Buyers may train such personnel in the use of Buyers' installed equipment and systems.

Access. With (a) Lessee will permit Lessor's, Owner's and the Financing Parties' Representative's representatives access to the Aircraft at any reasonable time. Unless a Default has occurred and is continuing, any such Person will give Lessee prior notice of not less than five (5) Business Days and will seek to ensure that it does not result in an unreasonable disruption to the operation of the Aircraft or to the conduct of Lessee's business. Lessee shall comply with the reasonable requests of Lessor's, Owner's and the Financing Parties' Representative's representative, including any request to travel on the flight deck of the Aircraft as an observer, subject to any applicable LawRegulations and insurance requirements. (a) The cost of conducting a visit shall be borne by Lessor, Owner or the Financing Parties' Representative, as the case may be, unless an Event of Default has occurred and is continuing. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN PORTIONS OF THIS DOCUMENT. FIVE (5) PAGES OF SECTION 8.4 HAVE BEEN OMITTED PURSUANT TO THE CONFIDENTIAL TREATMENT REQUEST. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS AGREEMENT WITH "*****". (b) No liability or obligation will be incurred by Lessor, Owner, Financing Parties' Representative or the Financing Parties, as the case may be, by reason of non-exercise by any of them of the rights referred to in this Section 8.5. For the avoidance of doubt, any applicable privileges (including viewing of the attorney-client privilege)Aircraft by Lessor, trade secretsOwner, Financing Parties' Representative or the Financing Parties, as the case may be, shall be for such Person's information purposes only, and contractual confidentiality obligations, the Seller there 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 be no inference or implication there from that Lessee is in a manner so as not to interfere with the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of its obligations under the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)Lease.

Access. With From and after the Effective Date through the Closing, (a) Buyer, personally or through its authorized agent or representatives, shall be entitled, upon reasonable prior advance notice to Seller to allow Seller the opportunity to have a representative present, and subject to any applicable Law, any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, rights of tenants under the Seller shall permit and will cause each other Seller Party, each Company and Company Subsidiary andTenant Leases, to enter upon the extent it has the Legal Right, each Company Joint Venture Entity, to permit, representatives of the Buyer to have reasonable access, Property during normal business hourshours and shall have the right to make such investigations, including appraisals, tenant interviews (but Seller may be present or on the phone for such interviews), interviews of government officials, engineering studies, soil tests, environmental studies and underwriting analyses, as Buyer deems necessary or advisable, and in a manner so as not (b) Seller shall, at Seller’s expense, turn on, run, and maintain, consistent with existing practice, electrical power and all utilities to interfere with the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records Property (including Tax Records)without limitation plumbing, contracts heating and documents of or pertaining air conditioning systems) to the Business or the Subject Entitiesfacilitate Buyer’s testing and investigations thereof. Buyer shall have the right to generally conduct visuala Phase I environmental site assessment, non-invasive testsand, examinations, and 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 invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheldin Seller’s sole discretion, a Phase II environmental site assessment (including soils borings, soil sampling and, if relevant, ground water testing, and invasive sampling of building materials with respect to the Property). The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the Subject Entities and Before beginning any of its and their Affiliates or other Persons in respect of Buyer’s or its representatives’ actions while upon, entering or leaving any properties investigations of the Property, Buyer will obtain liability insurance in the minimum amount of One Million Dollars ($1,000,000.00) naming Seller or any of the Subject Entitiesas an additional insured. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any to indemnify and all Losses attributable to personal injury, death or physical or other property damage, or violation of the hold Seller (and Seller’s or its Affiliate’s or agents, advisors, partners, members, owners, officers and directors, as the case may be) harmless from any third Person operator’s rules, regulations or operating policies physical damages arising out of which the all inspections and investigations by Buyer or its representatives associated with agents or independent contractors, but in no event shall the Loss had been informed indemnity of this Section include the discovery of pre-existing conditions disclosed by Buyer’s investigations. Buyer shall return the Property to its pre-existing condition after its tests of the Property, normal wear and tear excepted. Notwithstanding any other provision in writingthis Agreement to the contrary, arising out of, resulting from this indemnification shall survive the termination of or relating Closing under this Agreement. Buyer shall keep confidential the results of its tests and investigations and not reveal the results to any field visitthird parties, environmental property assessmentexcept as required by applicable law and except to its partners, samplingprospective lenders, boringprospective equity providers, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any agents, and applicable representatives of its representatives with respect to any each, provided that each is advised of the Subject Entities and confidential nature of the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)material.

Access. With (a) Subject to the Confidentiality Agreement, Sprint Communications and the Company shall allow Buyer and its authorized Representatives, including its accounting, financial and legal advisors (each of which shall arrange for access through Buyer), reasonable prior access upon reasonable advance notice during normal business hours to Sprint Communication (as it relates to the Business), the Company and subject its Subsidiaries and their respective assets, books and records for the purpose of inspection and to support Buyer’s integration planning, it being understood that such rights of Buyer shall not be exercised in such a manner as to unreasonably interfere with the operations of Sprint Communications, the Company or any of its Subsidiaries; provided that (i) Sprint Communication (as it relates to the Business), the Company and its Subsidiaries may withhold such access to any information to the extent such access would (in the opinion of Company counsel) violate applicable Law or would destroy any legal privilege or violate any obligation of confidentiality to which Seller or any of its Affiliates is bound or (ii) Buyer and its Representatives shall not have the right to conduct any environmental inspection or testing on any of real property of Seller or any of its Affiliates (whether owned, leased, licensed or otherwise), including any Phase I or Phase II investigation, except for a record review portion of a Phase I investigation at the Owned Real Property, provided that Buyer shall cause the results thereof (including any written report) to be made available to Seller as promptly as practicable; provided, further, that in the event any information is withheld in accordance with the foregoing clause (i) Sprint Communications or the Company shall cooperate with Buyer in good faith to design and implement alternative disclosure arrangements (including, with respect to privileged information, entry into a joint defense agreement) to grant Buyer and its Representatives access to such information in a manner that would not violate applicable Law, destroy privilege or violate any applicable privileges (including the attorney-client privilege)confidentiality obligation, trade secretsas applicable, and contractual confidentiality obligations, the Seller shall permit and will cause in each other Seller Party, each Company and Company Subsidiary andcase, to the extent it has such an alternative is reasonably available. Except with Seller’s consent (not to be unreasonably withheld, conditioned or delayed) in connection with Bxxxx’s integration and transition planning, Buyer shall not contact (other than contacts in the Legal Rightordinary course of business that are unrelated to the transactions contemplated by this Agreement), each Company Joint Venture Entityor otherwise discuss the transactions contemplated hereby with, to permit, representatives any vendor or customer of the Business or any Company Employee or Company Independent Contractor. (b) From and after the Closing until the date that is five (5) years following the Closing Date, Buyer and the Company shall afford to have reasonable accessSeller and its Representatives, during normal business hours, reasonable access to the books and records of the Company and its Subsidiaries with respect to occurrences prior to the Closing and reasonably related to the Seller’s Tax, financial reporting and regulatory compliance purposes, and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by Seller; provided that (i) such access may be conditioned on the execution of a commercially reasonable non-disclosure agreement that is acceptable to Buyer and the Company and (ii) the Company may withhold access to any information to the extent such access would (in the opinion of Company counsel) violate applicable Law or would destroy any legal privilege or violate any obligation of confidentiality to which Buyer, the Company and/or its Subsidiaries is bound; provided, further, that in the event any information is withheld in accordance with the foregoing clause (ii) Buyer shall cooperate with Seller in good faith to design and implement alternative disclosure arrangements (including, with respect to privileged information, entry into a joint defense agreement) to grant Seller and its Representatives access to such information in a manner so that would not violate applicable Law, destroy privilege or violate any confidentiality obligation, as applicable, in each case, to the extent such an alternative is reasonably available. Such rights of Seller shall not be exercised in such a manner as to unreasonably interfere with the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer Company or any of its representatives with respect Subsidiaries. For a period of five (5) years after the Closing, Buyer shall not dispose of, alter or destroy any such materials without giving sixty (60) days’ prior written notice to any Seller so that they may, at their expense, examine, make copies or take possession of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)such materials.

Access. With From and after the Effective Date through the Closing, (i) Buyer, personally or through its authorized agent or representatives, shall be entitled, upon reasonable prior advance 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 andSeller, to enter upon the extent it has the Legal Right, each Company Joint Venture Entity, to permit, representatives of the Buyer to have reasonable access, Property during normal business hourshours and shall have the right to make such investigations, including appraisals, tenant interviews, interviews of government officials, engineering studies, soil tests, environmental studies and underwriting analyses, as Buyer deems necessary or advisable, and (ii) Seller shall, at Seller’s expense, turn on, run, and maintain, without any interruption in a manner so as not to interfere with the normal business operations of the Sellerservice, the Subject Entities electrical power and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining utilities to the Business or the Subject EntitiesProperty (including, without limitation, plumbing, heating and air conditioning systems) to facilitate Buyer’s testing and investigations thereof. Buyer shall have the right to generally conduct visuala Phase I environmental site assessment, non-invasive testsand, examinations, if recommended (and investigations of the Business Assets, including those assessments necessary subject to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consentreasonable approval, which shall approval will not be unreasonably withheld, conditioned, or delayed), a Phase II environmental site assessment (including soils borings, soil sampling and, if relevant, ground water testing, and invasive sampling of building materials with respect to the Property). Buyer hereby agrees to indemnify and hold Seller harmless from any physical damages arising out of inspections and investigations by Buyer or its agents or independent contractors, but in no event shall the indemnity of this Section include the discovery of pre-existing conditions disclosed by Buyer’s investigations. The indemnity set forth in the preceding sentence shall survive Closing or earlier termination of this Agreement for a period of 9-months. Buyer agrees shall use commercially reasonable efforts not to comply fully materially interfere with all rules, regulations and instructions issued by the Seller, business operations of Tenants operating on the Property. 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 properties to the terms of the Seller or any balance of the Subject Entities. The this Agreement, prior to Closing, Buyer acknowledges hereby agrees not to disclose (except to its attorneys, accountants and agrees that any information received consultants in connection with this Section 5(fthe prospective acquisition) will be subject to any findings or reports concerning the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the SellerProperty obtained from Buyer’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted performed on the Property unless Buyer is so ordered by a court of competent jurisdiction. After Closing, this provision shall no longer be effective and binding on the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)Buyer.

Access. With (a) For purposes of furthering the transactions contemplated hereby, Sellers shall afford Buyer and its Representatives 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, access during normal business hourshours upon reasonable advance notice to Sellers, throughout the period from the Agreement Date until the earlier of 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 so as not to interfere unreasonably with the normal business operations of Sellers and the SellerAcquired Subsidiaries and (ii) coordinated exclusively through the designated Representatives of Sellers. For the avoidance of doubt, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visualnot contact any customers, non-invasive testssuppliers, examinationsemployees, and investigations contractors or landlords of the Business AssetsSellers or any of its Subsidiaries, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted Acquired Subsidiaries, without the Seller’s Sellers’ prior written consent, which shall not be unreasonably withheld. The Buyer agrees . (b) Notwithstanding anything to comply fully with all rulesthe contrary contained in this Section 5.2, regulations and instructions issued by 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 Subject Entities and its and their Affiliates or other Persons in respect attorney-client privilege of Buyer’s or its representatives’ actions while upon, entering or leaving any properties of the a Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”).Acquired Subsidiary or

Access. With reasonable prior notice and subject to any applicable Law(a) From the date hereof through the Closing, any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, the Seller shall permit afford to Buyer 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 its authorized Representatives reasonable access, during normal business hours, hours and in a such manner so as not to unreasonably interfere with the normal business operations operation of the Seller, the Subject Entities and its and their Affiliatesbusiness, to all premises, the properties, designated executive officers and personnel, books, contracts, records (including Tax Records)and appropriate officers and employees of EAPC and NOARK, contracts and documents shall furnish such authorized Representatives with all financial and operating data and other information concerning the affairs of the NOARK Group as Buyer and such Representatives may reasonably request, provided that Buyer and its authorized Representatives will not request information, or pertaining to otherwise contact, any officer, director or employee of Seller or any member of the Business NOARK Group without arranging such contact with either Xxxxxxxx X. Xxxx or the Subject EntitiesXxx Xxxxx. Buyer Seller shall have the right to generally conduct visualhave a Representative present at all times during any such inspections, non-invasive testsinterviews and examinations. Additionally, examinationsBuyer shall hold in confidence all such information, including any information disclosed to Buyer pursuant to Section 7.1(b)(xi), on the terms and subject to the conditions contained in the Confidentiality Agreement. Notwithstanding the foregoing, Buyer shall have no right of access to, and investigations Seller shall have no obligation to provide to Buyer, information relating to (i) bids received from others in connection with the transactions contemplated by this Agreement (or similar transactions) and information and analyses (including financial analyses) relating to such bids; (ii) any information the disclosure of which would jeopardize any privilege available to EAPC, NOARK, Seller or any Seller Affiliate relating to such information or would cause EAPC, NOARK, Seller or any Seller Affiliate to breach a confidentiality obligation; or (iii) any information the disclosure of which would result in a violation of Law. To the extent reasonably practicable, Seller and Buyer shall use Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restriction of the Business Assetspreceding sentence apply. Buyer and Seller shall cooperate to ensure that the provision of access hereunder to Buyer and its authorized Representatives shall comply in all respects with the FERC’s Standards of Conduct for Transmission Providers set forth in 18 C.F.R. Part 358, including those assessments necessary et seq. (b) Buyer shall indemnify the Seller Indemnified Parties and their Representatives, and save them harmless, effective as and from the date hereof, from and against any claims, demands, actions, causes of action, damages, losses, costs, liabilities, or expenses that they or any of them may suffer or incur, or that may be made or brought against any of them, as a result of, in respect of, or arising out of any injury to determine the presence person or property of environmental conditions Buyer or compliance its Representatives as a result of, or in connection with Environmental Requirements. No sampling any site visits or other invasive inspections of the Business Assets may be conducted without assets or properties of any Seller Indemnified Party. THE INDEMNIFICATION PROVISIONS IN THIS SECTION 7.2 SHALL BE ENFORCEABLE REGARDLESS OF WHETHER ANY PERSON (INCLUDING THE PERSON FROM WHOM INDEMNIFICATION IS SOUGHT) ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED UPON THE PERSON SEEKING INDEMNIFICATION. (c) From and after the Seller’s prior written consentClosing Date, which Seller shall, and shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the Subject Entities cause its Affiliates and its and their Affiliates or other Persons in respect of Buyer’s or its representatives’ actions while uponrespective Representatives to, entering or leaving keep confidential and not disclose all information relating to any properties member of the Seller NOARK Group or any of their respective businesses or assets (the Subject Entities“Restricted Information”), and shall not directly or indirectly use such Restricted Information for any purpose, except as and to the extent permitted by the terms of this Agreement or the Transition Services Agreement. The Buyer acknowledges obligation to keep such Restricted Information confidential shall continue indefinitely from the Closing Date and agrees that shall not apply to any information received that (i) is in the public domain, (ii) is published or otherwise becomes part of the public domain through no fault of Seller, any of its Affiliates or any of their respective Representatives or (iii) becomes available to Seller, any of its Affiliates or any of their respective Representatives on a non-confidential basis from a source that did not acquire such information (directly or indirectly) from Seller or Buyer or any of their respective Affiliates or Representatives on a confidential basis. Notwithstanding the foregoing, Seller may make disclosures required by Law and in connection with disputes hereunder; provided, however, that Seller, to the extent practicable, shall provide Buyer with prompt notice thereof so that Buyer may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5(f7.2(c). In the event that such protective order or other remedy is not obtained or Buyer waives compliance with the provisions of this Section 7.2(c), Seller shall or shall cause the Person required to disclose such Restricted Information to furnish only that portion of the information that such Person is legally required, and, to the extent practicable, Seller shall exercise its Reasonable Efforts to obtain reliable assurance that confidential treatment is accorded the Restricted Information so furnished. (d) will As soon as reasonably practicable following the Closing, Seller shall, in accordance with the terms of the applicable confidentiality agreement, request from each bidder that entered into a confidentiality agreement with Seller regarding the possible acquisition by such bidder of the Shares, that such bidder return to NOARK any and all Restricted Information furnished to such bidder. (e) All Restricted Information shall be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees , and the Parties understand and agree that it the terms of this Agreement shall be liable for subject to the Confidentiality Agreement. Buyer agrees to be bound by the Confidentiality Agreement as if it were an original party thereto. Notwithstanding the foregoing, from and after the Closing, any and all Losses attributable restrictions contained herein or in the Confidentiality Agreement relating to personal injury, death Buyer’s use or physical or other property damage, or violation disclosure of the SellerRestricted Information shall be null and void. (f) Commencing promptly after the execution of this Agreement, Seller will provide representatives of Buyer during normal business hours, at no cost or expense to Seller and at the sole cost and expense of Buyer, with access to (and, in the case of clauses (ii) and (iii), reasonable assistance from) (i) data, including accounting and other books and records, (ii) the accountants responsible for the financial statements of the NOARK Group, and (iii) appropriate personnel of Seller and Sellers’ Affiliates, in each case as reasonably required by Buyer to enable Buyer to prepare with respect to EAPC and NOARK as soon as practicable (and in any event within 75 days) following the execution of this Agreement: (A) GAAP audited balance sheets and related statements of income and cash flows for each of its three most recent fiscal years, and (B) any other financial statements reasonably required by Buyer. Seller agrees to authorize the access to Buyer’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which independent auditors to the Buyer or its representatives working papers associated with the Loss had been informed financial statements of the NOARK Group. Without limiting the generality of the foregoing, Seller will cause EAPC to retain Ernst & Young to prepare any such financial statements at Buyer’s sole cost and expense. Notwithstanding any provision in writingthis Section 7.2(f) to the contrary, 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 under no circumstances shall Seller or any of its representatives Affiliates have any liability or responsibility for any financial statements prepared in connection with respect this Section 7.2(f), and Buyer shall indemnify and hold harmless Seller and its Affiliates from and after the Closing for any Losses arising out of or relating to any of such financial statements. Notwithstanding the Subject Entities and foregoing, nothing in the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)immediately preceding sentence shall be deemed to be a limitation on the representations set forth in Section 4.6 or Section 5.4.

Access. With reasonable prior notice (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 the 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 the Seller or any Post-Closing Affiliate, or the businesses of the 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; (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 the Purchaser following the Closing; and (iii) Seller and each Post-Closing Affiliate may retain privileged Records and Records relating to the Retained Claims. After the Closing, each party will, and will cause its Affiliates to, retain all Records (except those Records referred to in Section 6.2.3(a)(i) and (ii)) required to be retained pursuant to obligations imposed by any applicable Law. Except as provided in the immediately preceding sentence, any applicable privileges (including the attorney-client privilege)each party will, trade secrets, and contractual confidentiality obligations, the Seller shall permit and will cause each other Seller Partyits 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 Company party will, and Company Subsidiary andwill cause its Affiliates to, give notice to such effect to the other party and give the other party at its cost and expense an opportunity to remove and retain all or any part of such Records as the other party may elect. (b) After the Closing, upon reasonable notice, each party hereto will give, or cause to be given, to the extent it has the Legal Rightrepresentatives, each Company Joint Venture Entityemployees, to permit, representatives counsel and accountants of the Buyer to have reasonable other parties hereto access, during normal business hours, to Records relating to periods prior to or including the Closing, and in a manner so as not will permit such persons to interfere with the normal business operations of the Seller, the Subject Entities examine and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining copy such Records to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and 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 invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued extent reasonably requested by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received party in connection with this Section 5(f) tax and financial reporting matters (including, without limitation, any Tax Return relating to state or local real property transfer or gains taxes), audits, legal proceedings (including without limitation those pertaining to Retained Claims), governmental investigations and other business purposes and to make inquiries relating thereto of the relevant personnel; provided, however, that nothing herein will be subject obligate any party to take actions that would unreasonably disrupt the normal course of its business, violate the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that any contract to which it shall be liable for any and all Losses attributable is a party or to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer it or any of its representatives with respect assets is subject or grant access to any of its proprietary, confidential or classified information (except to the Subject Entities extent required for purposes of defending or prosecuting any third party Legal Proceedings). Each party will, and will cause its respective Affiliates controlled by it to, provide or make available to the other and the Businessother's respective Affiliates access to employees of Purchaser and the Company for the purposes of, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROMand with the limitations described in, SOLELY OR IN PARTthe preceding sentence (including without limitation for the purpose of providing, THE SOLEand preparing to provide, 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”testimony in connection with third party Legal Proceedings).

Access. With reasonable prior notice Sellers shall provide (and subject to any applicable Law, any applicable privileges (including the attorney-client privilege), trade secrets, shall not unreasonably withhold or delay) Buyer 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 accessBuyer’s authorized representatives, during Sellers’ normal business hours, and at any other reasonable time(s) before the Closing, (i) reasonable physical access, at Buyer’s sole risk, cost and expense, to the Assets that are Seller operated to allow Buyer to conduct on-site Phase I environmental site assessments of the Assets and (ii) access to, and the ability to copy, at Buyer’s sole expense, the Records and other Assets, to the extent such data and records are in a manner so as Sellers’ or its representatives’ possession and relate to the Assets; provided, however, Sellers shall have no obligation to provide Buyer access to any interpretative or predictive data or information which Sellers consider confidential or proprietary or which Sellers believe in good faith they cannot lawfully provide Buyer because of third-party restrictions (to the extent any such data or information is proprietary or subject to third-party restrictions, Sellers will use their reasonable efforts to obtain any consents necessary to allow Buyer to review such data or information). Sellers shall use reasonable efforts (including the assertion of any rights of any Seller to information to which such Seller is entitled pursuant to an applicable joint operating agreement) to obtain permission for Buyer or its representatives to gain access to Assets operated by third Persons to inspect the condition of such Assets. In connection with any on-site inspections, Buyer agrees to not unreasonably interfere with the normal business operations operation of the Seller, Assets and further agrees that under no circumstances shall it perform any invasive tests of any nature on the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior express written consentconsent of Sellers, which consent shall not be unreasonably withheld. The Buyer agrees to comply fully with all ruleswithheld or delayed, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any applicable third Person operator’s rules. IN CONNECTION WITH GRANTING SUCH ACCESS, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writingAND EXCEPT TO THE EXTENT THAT SUCH CLAIMS ARE CAUSED BY THE GROSS NEGLIGENCE OF ANY MEMBER OF SELLER GROUP, arising out ofBUYER WAIVES AND RELEASES ALL CLAIMS AGAINST SELLER GROUP (AS DEFINED IN SECTION 16.2) FOR INJURY TO, resulting from or relating to any field visitOR DEATH OF PERSONS, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY DAMAGE TO PROPERTY INCURRED OR DIRECTLY CAUSED BY BUYER OR ITS REPRESENTATIVES IN PART, CONNECTION WITH 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 PERFORMANCE OF THIS AGREEMENTDILIGENCE AND BUYER AGREES TO INDEMNIFY, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY DEFEND AND HOLD HARMLESS SELLER INDEMNITEES GROUP (collectively, “Investigation Losses”)AS DEFINED IN SECTION 16.2) FROM AND AGAINST ALL SUCH CLAIMS.

Access. With Subject to the provisions of the Confidentiality Agreement and to applicable Legal Requirements (including any restrictions on information sharing or pre-merger coordination under the HSR Act), during the period from the date of this Agreement through the earlier of the Closing Date and the termination of this Agreement in accordance with Section 7 (the “Pre-Closing Period”), Seller will, after receiving reasonable prior advance notice and from Purchaser, subject to any applicable Law, any applicable privileges reasonably appropriate accommodations or limitations (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 any limitations as may then be in effect in accordance with applicable COVID-19 Measures) in light of the Buyer to have COVID-19 pandemic, give Purchaser reasonable access, access (during normal business hours) to books and records to the extent related to the Specified Assets (excluding any information regarding employees, consultants or independent contractors of Seller or any of its Subsidiaries), and in a manner so will provide Purchaser with such information regarding the Specified Assets and any other matters germane to the subject matter of this Agreement and the Ancillary Agreements as not Purchaser may reasonably request for the sole purposes of enabling Purchaser to interfere with prepare for the normal business operations receipt of the SellerSpecified Assets; provided, the Subject Entities and its and their Affiliateshowever, to all premises, properties, designated executive officers and personnel, books, records that Purchaser will not (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consentapproval, which shall not be unreasonably withheld, conditioned or delayed) contact or otherwise communicate with any of the employees, consultants or independent contractors of Seller or its Subsidiaries; and provided further that any such access shall be conducted at Purchaser’s expense, under the supervision of appropriate personnel of 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 to interfere with the normal operation of the business of Seller and its Subsidiaries. The Buyer agrees access and information provided in accordance with this Section 4.1 shall not in any way diminish or otherwise affect any of the representations or warranties of Seller hereunder or Purchaser’s right to comply fully with all rules, regulations and instructions issued by the Seller, the Subject Entities and its and their Affiliates or other Persons indemnification pursuant to Section 8 in respect of Buyerany breach thereof. Nothing herein shall require Seller to disclose any information to Purchaser if such disclosure would, in Seller’s sole discretion (a) jeopardize any attorney-client or other legal privilege or (b) contravene any applicable law, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which Seller or its representatives’ actions while upon, entering or leaving any properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”Subsidiaries are a party).

Access. With reasonable prior notice Elected or appointed union representatives shall have access to the premises of the Judiciary to investigate grievances and subject for other purposes related to any applicable Lawthe role of the union as exclusive representative. The union shall provide to the Judiciary, any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligationsin writing, the Seller names of duly authorized representatives who may require such access. Authorized representatives must be acknowledged and approved by the Judiciary prior to being granted access for union business on Judiciary premises. These acknowledged representatives shall permit and will cause each other Seller Party, each Company and Company Subsidiary and, provide written notice to the extent it has Trial Court Administrator/Senior Manager or his/her designee of their intent to access the Legal Rightpremises at least one (1) week in advance, each Company Joint Venture Entityunless mutually agreed by management and the union representative, to permit, representatives of the Buyer intended visit. This notice shall include the purpose of the visit, the proposed time and date and specific work areas involved. Union representatives that fail to follow the above listed procedures may be denied access to Judiciary premises. Provided requests have reasonable accessbeen made pursuant to this Article, such union representatives shall have the opportunity to consult with employees in this unit before the start of the work shift, during normal business hours, and in a manner so as not lunch or breaks or after completion of the work shift. The Judiciary shall designate appropriate places for such meetings at its facilities. This access shall be exercised with minimum interference to interfere with the normal business operations of the Seller, the Subject Entities Judiciary. Elected or appointed union representatives shall be permitted reasonable use of telephones and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records interoffice mail (including Tax Records)E-mail) for matters relating to union representation of unit employees. Use of telephones, contracts interoffice mail and documents of or pertaining e-mail shall be consistent with Judiciary policies. The Union shall be permitted to submit comments to management regarding any changes to the Business policies. Elected or the Subject Entitiesappointed union representatives shall also be permitted reasonable use of interoffice mail for matters relating to union representation of unit employees. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and 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 invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued A claim by the Seller, the 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 properties of the Seller or Judiciary that an employee has allegedly violated any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will above- described privileges shall be subject brought to the terms and conditions attention of the Confidentiality AgreementUnion and the Union will promptly investigate and take any action necessary to ensure the proper administration of these provisions. The Buyer hereby agrees that it Elected or appointed union representatives shall be liable for any and all Losses attributable to personal injuryrequest, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any permission of the Subject Entities and the BusinessTrial Court Administrator/Senior Manager, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROMor his/her designee, SOLELY OR IN PARTfor use of court facilities, 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”)including meeting rooms. Attendance by employees for meetings during said employees’ work shift shall be charged against aggregate union time.

Access. With reasonable prior notice and subject to any applicable Law, any applicable privileges (including a) From 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, date hereof to the extent it has Closing Date, Seller will afford to the Legal Right, each Company Joint Venture Entity, to permit, representatives of the Buyer to have reasonable accessBuyer, including its counsel and auditors, during normal business hourshours and upon reasonable advance written or oral notice, access to any and all of the Purchased Assets to the end that Buyer may have a reasonable opportunity to make such a full investigation of the Purchased Assets and of Seller's Ski Area Business in advance of the Closing Date as it shall reasonably desire, and the officers of Seller will confer with representatives of Buyer and will furnish to Buyer, either orally or by means of such records, documents, and memoranda as are available such information as Buyer may reasonably request, and Seller will furnish to Buyer's auditors all consents and authority that they may reasonably request in a manner so as not to interfere connection with any examination by Buyer. (b) From the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining date hereof to the Business or the Subject Entities. Closing Date, Buyer shall have the right right, at its expense, to generally conduct visualenter upon the Resort Land and undertake all such actions as may be necessary to prepare the Purchased Assets to open for the 1997 - 1998 ski season, non-invasive testsincluding all maintenance, examinationsmaking improvements, acquiring or updating permits and approvals and any such other actions as may be required, and investigations of to operate the Business AssetsPurchased Assets for Buyer's own account and at Buyer's sole expense (although no obligation to undertake any such action is hereby implied). Buyer shall indemnify and hold Seller harmless from and against any claims, including those assessments necessary to determine the presence of environmental conditions liability, loss, cost or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the Subject Entities and its and their Affiliates or other Persons in respect of Buyer’s or its representatives’ actions while upon, entering or leaving expense resulting from any properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal bodily injury, death or physical property damage occurring as a proximate result of Buyer's access to and activities involving the Purchased Assets or other property damageaction, or violation of failure to act, at the Seller’s Resort Land, including without limitation, any such claims, liability, damages, loss costs or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, expense resulting from the negligence of Seller (but not gross negligence) or relating to any field visit, environmental property assessment, sampling, boring, drilling premises or other invasive investigation activities or other due diligence activity conducted by strict liability of Seller as the Buyer or any of its representatives with respect to any owner/lessee of the Subject Entities Resort Land. Buyer shall extend the same liability insurance as is currently in place at ASC's existing Ski Resorts to the Resort Land during the period of Buyer's use or occupancy of the same under this Section 10.03(b), and shall have the BusinessSeller named as an additional insured on such policy(s) of insurance. In the event the transaction contemplated hereby does not close for any reason, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROMBuyer shall have, SOLELY OR IN PARTfor a reasonable period, THE SOLEthe right to remove any and all improvements made by Buyer to the Purchased Assets; provided however, 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”)that Buyer shall have no claim against Seller for the value of any improvements made to the Purchased Assets.

Access. With reasonable prior notice Through the Closing Date, the Selling Shareholders shall cause Fremont and subject Ridgepointe to any applicable Law, any applicable privileges give Amerac and its representatives (including the attorney-client privilege)Amerac's employees, trade secretsconsultants, independent contractors, attorneys, accountants, 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, advisors) full access during normal business hours, and in a manner so as not hours to interfere with the normal business operations all of the Selleroffices, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, files, records, contracts, correspondence, computer output, data files (to the extent Fremont and/or Ridgepointe have the right to make the same available), maps, reports, plats, and other documents of Fremont and Ridgepointe, or to which Fremont or Ridgepointe have access, pertaining to any of their respective properties and assets, including, without limitation, all abstracts of title, title opinions, title curative materials, lease files, contract files, division order files, operations records, environmental records, production records, facility and well files and records, regulatory agency files, hydrocarbon marketing files, accounting records (including Tax Recordsincluding, without limitation, records relating to gas imbalances and suspense items), contracts geological, geophysical, and documents of other scientific and technical data and information, and other information, data, records, and files which Fremont and/or Ridgepointe may have (or pertaining have access to) relating in any way to the Business Oil and Gas Properties and the other properties and assets of such parties, the past or present operation thereof, and the Subject Entitiesmarketing of hydrocarbon production therefrom. Buyer Amerac shall have the right to generally conduct visualphotocopy such materials at Amerac's expense. If Amerac requests information not in the possession of Fremont and/or Ridgepointe, non-invasive teststhe Selling Shareholders shall cause Fremont or Ridgepointe, examinationsas applicable, to use all reasonable efforts to obtain the requested information from the applicable operators and investigations other third parties. Through the Closing Date, the Selling Shareholders shall also cause Fremont and Ridgepointe to afford Amerac and its authorized representatives reasonable access to and entry upon all of the Business AssetsOil and Gas Properties and all of such parties' other properties and assets for the purposes of operational inspections and reasonable access to any employees or contract personnel that have been involved with the operation, including those assessments necessary to determine the presence of environmental conditions maintenance, or compliance with Environmental Requirements. No sampling or other invasive inspections development of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations Oil and instructions issued by the Seller, the Subject Entities Gas Properties and its other properties and their Affiliates or other Persons in respect of Buyer’s or its representatives’ actions while upon, entering or leaving any properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities assets and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)accounting or supervision thereof.

Access. With reasonable prior notice (a) From and after the date hereof and up to delivery of the Records to Buyer as provided in Section 8.4 (or earlier termination of this Agreement) but subject to the other provisions of this Section 9.1 and obtaining any applicable Lawrequired consents of Third Parties, any applicable privileges including Third Party operators of the Assets (including the attorney-client privilegewith respect to which consents Seller shall use commercially reasonable efforts to obtain), trade secrets, and contractual confidentiality obligations, the Seller shall permit afford to Buyer and will cause each its officers, employees, agents, accountants, attorneys, consultants and other Seller Party, each Company and Company Subsidiary and, to the extent it has the Legal Right, each Company Joint Venture Entity, to permit, authorized representatives of the Buyer to have (“Buyer’s Representatives”) reasonable access, during normal business hours, to the Assets and all Records and other documents in a manner Seller’s or its Affiliates’ possession relating primarily to the Assets. Seller shall also make available to Buyer and Buyer’s Representatives, upon reasonable notice during normal business hours, Seller’s and Seller’s Affiliates’ personnel knowledgeable with respect to the Assets so that Buyer may make such reasonable diligence investigation as Buyer considers reasonably necessary or appropriate. All investigations and due diligence conducted by Buyer or any Buyer’s Representative shall be conducted at Buyer’s sole cost, risk and expense and any conclusions made from any examination done by Buyer or any Buyer’s Representative shall result from Xxxxx’s own independent review and judgment and shall be conducted so as not to interfere unreasonably with the normal business operations operation of the business of Seller and shall not require Seller to waive any attorney-client privilege nor to violate any contractual obligation. In addition, Seller shall provide Buyer with access to any records and to Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining ’s Representatives to the Business extent reasonably requested and necessary to respond to any tax audit or inquiry suggesting that Buyer is liable as successor, transferee or member of a group having joint and several liability for any Taxes payable by Buyer but allocated to Seller or its Affiliates under Section 14.1; provided, however, Seller shall not be required to take any action pursuant to this Section 9.1 which would result in a waiver of attorney-client privilege. (b) Buyer shall be entitled to conduct a Phase I environmental property assessment with respect to the Subject EntitiesAssets. Buyer Seller or its designee shall have the right to generally conduct visualaccompany Buyer and Xxxxx’s Representatives whenever they are on site on the Assets and also to collect split test samples if any are collected. Notwithstanding anything herein to the contrary, non-invasive tests, examinationsBuyer shall not have access to, and 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 invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The permitted to conduct any environmental due diligence (including any Phase I environmental property assessments) with respect to any Assets where Seller does not have the authority to grant access for such due diligence (provided, however, Seller shall use its commercially reasonable efforts to obtain permission from any Third Party to allow Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the Subject Entities and its and their Affiliates or other Persons in respect of Buyer’s Representatives such access). In the event that Buyer’s Phase I environmental property assessments identify actual or its representatives’ actions while uponpotential “recognized environmental conditions”, entering or leaving any properties of the Seller or any of the Subject Entities. The then Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the may request Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating permission to any field visit, conduct additional Phase II environmental property assessment, assessments to further assess such conditions. Any sampling, boring, drilling or other invasive investigation activities shall be considered “Phase II” activities. The additional Phase II environmental property assessment procedures relating to any additional investigation shall be submitted to Seller in a Phase II environmental property assessment plan, which shall include a written description of the proposed scope of the Phase II assessment, including a description of the activities to be conducted, and a description of the approximate location and expected timing of such activities. Seller may, in its sole discretion, approve said Phase II environmental property assessment plan, in whole or in part, and Buyer shall not have the right to conduct any activities set forth in such plan until such time that Seller has approved such plan in writing. Any such approved Phase II environmental property assessment plan shall be conducted by a reputable environmental consulting or engineering firm, approved in advance by Seller (such approval not to be unreasonably withheld or delayed) and, once approved, such environmental consulting or engineering firm shall be deemed to be a “Buyer’s Representative,” and any such assessment shall be performed in accordance with this Section 9.1 and in compliance with all Laws. (c) Buyer shall coordinate any environmental property assessments and physical inspections of the Assets with Seller and all applicable Third Party operators to minimize any inconvenience to or interruption of the conduct of business by Seller or such Third Party operators. Buyer shall abide by Seller’s and any Third Party operator’s safety rules, regulations and operating policies while conducting its due diligence evaluation of the Assets, including any environmental or other inspection or assessment of the Assets. Buyer hereby defends, indemnifies and holds harmless each of the operators of the Assets and Seller Indemnified Parties from and against any and all personal injury or property damage actually resulting from the access permitted pursuant to this Section 9.1 and the related due diligence activity conducted by the Buyer or any of its representatives Buyer’s Representative with respect to any of the Subject Entities and the BusinessAssets, EVEN IF SUCH LOSSES LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY A MEMBER OF SELLER INDEMNITEESINDEMNIFIED PARTIES, EXCEPTING ONLY LOSSES LIABILITIES ACTUALLY RESULTING ON FROM THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY A MEMBER OF SELLER INDEMNITEES INDEMNIFIED PARTIES. (collectivelyd) Xxxxx will promptly provide a copy of any final environmental report prepared by any Third Party environmental consultant to Seller. Seller shall not be deemed by its receipt of said documents or otherwise as a result of Xxxxx’s environmental assessment process to have made any representation or warranty, “Investigation Losses”)expressed, implied or statutory, as to the condition of the Assets or to the accuracy of said documents or the information contained therein, it being understood that Seller’s only representations or warranties with respect to environmental matters shall be those set forth in Section 4.16 of this Agreement. (e) Upon completion of Buyer’s due diligence, Buyer shall at its sole cost and expense and without any cost or expense to Seller or its Affiliates, (i) repair all damage done to the Assets in connection with Buyer’s due diligence in a manner that restores the Assets to the approximate same or better condition existing prior to commencement of Buyer’s due diligence and (ii) remove all equipment, tools or other property brought onto the Assets in connection with Buyer’s due diligence. Any damage to the Assets (including the leasehold associated therewith) resulting from Xxxxx’s due diligence will be promptly corrected by Buyer. (f) Buyer and Seller agree that the environmental consultant, as a condition to its entry onto any of the Assets, shall obtain insurance coverage for general liability in an amount not less than $3,000,000 per occurrence and hold professional liability insurance. If the environmental consultant or Buyer fails to provide Seller with evidence of such insurance, Seller may deny the environmental consultant the right to enter upon the Assets.

Access. 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 give to Purchaser's officers, employees, ------ counsel, accountants, consultants and will cause each other Seller Party, each Company representatives full access to and Company Subsidiary and, the right to the extent it has the Legal Right, each Company Joint Venture Entity, to permit, representatives of the Buyer to have reasonable accessinspect, during normal business hours, all of the premises, properties, assets, records, contracts and in other documents relating to the Restaurants and the Assets including, without limitation, information regarding employees, and shall permit them to consult with the officers, employees, accountants, counsel, consultants and agents of Seller for the purpose of making such investigation of the Restaurants as Purchaser shall desire to make, provided, however, that such investigation shall be reasonably related to the Assets and the Restaurants to be acquired hereunder, shall not unreasonably interfere with Seller's business operations and shall be coordinated exclusively through the following individuals: Xxx Xxxxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxx, Xxxx Xxxxx and Xxxx Xxxxxxx. Furthermore, Seller, for Purchaser, its lenders, and their agents, shall furnish, or make available at its corporate office, all such documents and copies of documents and records and information with respect to the affairs of the Restaurants and Real Property and copies of any working papers relating thereto as Purchaser shall from time to time reasonably request and shall permit Purchaser and its agent to make such physical inventories and inspections of the Assets as Purchaser may reasonably request from time to time. Purchaser agrees to indemnify and hold harmless Seller from and against any and all claims, damage or loss to persons or property whatsoever arising as a manner so as result of any interview, research, study, survey, testing, or any other form of investigation (collectively, the "Investigations") physically conducted at or on the Real Property, or on other premises owned and/or operated by Seller, by or on behalf of Purchaser. Purchaser further agrees not to interfere with permit any liens or claims of lien to attach to the normal business operations Real Property or the Assets as a result of any such Investigations. Notwithstanding the foregoing, Purchaser shall have no liability under this indemnity arising by the simple discovery by it, or its agents, of a condition unfavorable to Seller, including, without limitation, the discovery of an environmental condition on one of the Real Properties that could result in liability to Seller. Notwithstanding the foregoing or anything to the contrary herein, Purchaser shall perform no invasive or destructive testing of the Assets, including, without limitation, the Real Property, without the prior written consent of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it consent shall be liable for any and all Losses attributable to personal injury, death given or physical or other property damage, or violation of the withheld in Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)'s sole discretion.

Access. With reasonable prior notice (a) From and after the Execution Date and up to and including the Environmental Claim Date (or earlier termination of this Agreement) but subject to the other provisions of this Section 10.01 and obtaining any applicable Lawrequired consents of Third Parties, including Third Party operators of the Assets (with respect to which consents Seller shall use commercially reasonable efforts to request, but will not be obligated to expend any applicable privileges (including the attorney-client privilegemonies), trade secrets, and contractual confidentiality obligations, the Seller shall permit afford to Buyer and will cause each its officers, employees, agents, accountants, consultants, attorneys and other Seller Party, each Company and Company Subsidiary and, to the extent it has the Legal Right, each Company Joint Venture Entity, to permit, authorized representatives of the Buyer to have (“Buyer’s Representatives”) reasonable access, during normal business hours, to the Assets and all Records in Seller’s possession. All investigations and due diligence conducted by Buyer or any Buyer’s Representative will be conducted at Buyer’s sole cost, risk and expense and any conclusions made from any examination done by Buyer or any Buyer’s Representative will result from Buyer’s own independent review and judgment. (b) From and after the Execution Date and up to and including the Environmental Claim Date, Buyer shall be entitled to conduct a manner so as not Phase I Environmental Assessment with respect to interfere with the normal business operations of the Seller, the Subject Entities and its and their AffiliatesAssets, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of be conducted by a reputable environmental consulting or pertaining to engineering firm approved in advance in writing by Seller; on the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of condition that no environmental conditions or compliance with Environmental Requirements. No sampling or invasive activity or testing (other invasive inspections of the Business Assets may be conducted without the than taking soil samples with Seller’s prior written consent, which shall not be unreasonably withheld) or operation of equipment by Buyer or Buyer’s Representatives may be performed without the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion, and Seller will have the right to be present during any stage of the assessment. The Buyer agrees shall give Seller reasonable prior written notice before physically accessing or otherwise inspecting or surveying any of the Assets, whether to comply fully conduct a Phase I Environmental Assessment or otherwise, and shall coordinate any such access, inspections or surveys with Seller. Seller or its designee will have the right to accompany Buyer and Buyer’s Representatives whenever they are on site on the Assets or otherwise inspecting or surveying the Assets. Notwithstanding anything in this Agreement to the contrary, Buyer and Buyer’s Representative will not have access to, and will not be permitted to conduct any environmental investigations (including any Phase I Environmental Assessment) with respect to, any Assets with respect to which Seller does not have the authority to grant access for such investigations. Seller shall use commercially reasonable efforts (which shall not require any payment of any monies, exercise of any remedies or the settlement or filing of any Proceedings) to obtain any such authority or approval promptly following Buyer’s written request. (c) Buyer shall (and shall cause Buyer’s Representatives to) coordinate its access rights, environmental property assessments, physical inspections and other due diligence evaluation of the Assets with Seller and all Third Party operators to minimize any inconvenience to or interruption of the conduct of business by Seller or such Third Party operators. Buyer shall (and shall cause Buyer’s Representatives to) abide by Seller’s, and any Third Party operator’s, safety rules, regulations and instructions issued by operating policies while conducting its due diligence evaluation of the SellerAssets, the Subject Entities including any access to, and its and their Affiliates environmental or other Persons inspection, survey or assessment of the Assets and, to the extent required by any Third Party operator, execute and deliver any required confidentiality, indemnity and release agreement of any such Third Party operator, in respect of each case, before conducting Buyer’s or its representatives’ actions while upon, entering or leaving any properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received assessment on such Asset in connection accordance with this Section 5(f) will be subject to the terms 10.01. Buyer hereby defends, releases, indemnifies and conditions holds harmless Seller and each of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for operators of the Assets and the Seller Indemnified Parties from and against any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, Liabilities arising out of, resulting from or relating to any costs, expenses, damages or field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities inspection or assessment or other due diligence activity conducted by Buyer or any Buyer’s Representative with respect to the Assets, even if such costs, expenses, damages and Liabilities arose out of or result from or relate to, solely or in part, the sole, active, passive, concurrent or comparative negligence, strict liability or other fault of, or violation of law by, a member of the Seller Indemnified Parties, excepting only Liabilities to the extent actually resulting from the gross negligence or willful misconduct of the Seller. (d) Buyer acknowledges that any entry into Seller’s offices or onto the Assets will be at Buyer’s sole risk, cost and expense, and, subject to the terms hereof and that none of the Seller Indemnified Parties will be liable in any way for any injury, loss or damage arising out of such entry that may occur to Buyer or any of its representatives with respect Buyer’s Representatives pursuant to this Agreement. Buyer hereby fully waives and releases any and all Liabilities against all of the Seller Indemnified Parties for any injury, death, loss or damage to any of Buyer’s Representatives or their property in connection with Buyer’s due diligence evaluation of the Subject Entities Assets, even if such Liabilities arise out of or result from, in whole or in part, the sole, active, passive, concurrent or comparative negligence, strict liability or other fault of, or the violation of law by, any Seller Indemnified Party, excepting only liabilities actually resulting from the gross negligence or willful misconduct of Seller. (e) As soon as reasonably practicable, but in any event promptly upon completion of Buyer’s due diligence, Buyer shall at its sole cost and expense and without any cost or expense to Seller or its Affiliates: (i) repair all damage done to the BusinessAssets in connection with Buyer’s and Buyer’s Representatives’ due diligence, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM(ii) restore the Assets to the same condition as, SOLELY OR IN PARTor better condition than, THE SOLEthey were in prior to commencement of Buyer’s and Buyer’s Representatives’ due diligence, ACTIVEand (iii) remove all equipment, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCEtools or other property brought onto the Assets in connection with Buyer’s and Buyer’s Representatives’ due diligence. Any disturbance to the Assets (including, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEESthe leasehold associated with the Assets) resulting from Buyer’s and Buyer’s Representatives’ due diligence will be promptly corrected by Buyer at Buyer’s sole cost and expense. (f) During all periods that Buyer or any of Buyer’s Representatives are on the Assets or are in Seller’s or its Affiliates’ offices, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENTBuyer shall maintain, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES at its sole cost and 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 Buyer hereunder will (collectivelyi) be primary insurance, “Investigation Losses”)(ii) list the Seller Indemnified Parties as additional insureds, (iii) waive subrogation against the Seller Indemnified Parties, and (iv) provide for notice to Seller at least ten (10) Business Days’ in advance of any event of cancellation or modification of the policy or reduction in coverage. Upon request by Seller, Buyer shall provide evidence of such insurance to Seller prior to entering the Assets.

Access. With reasonable prior notice During the period commencing on the Closing Date and subject to any applicable Lawending on the earlier of (i) the date on which Parker Drilling of Oklahoma Incorporated and the Purchaser enter xxxx a sublease covering the Premises, any applicable privileges or (including ii) December 31, 2005 (the attorney-client privilege"ACCESS PERIOD"), trade secretsthe Vendor shall permit the Purchaser, its employees, contractors and representatives to have access to the Premises for the purpose of housing the Assets and allowing the Purchaser, its employees, contractors and representatives to perform repair and upgrade work on the Rig (the "ACTIVITIES") on the terms and conditions set forth in this clause 10. Notwithstanding the foregoing, the Vendor may terminate the access granted hereunder upon three (3) days prior written notice to the Purchaser upon any breach by the Purchaser of this clause 10. In consideration of the Vendor's grant of access to the Premises, the Purchaser agrees to pay the rent under the Iquitos Yard Lease, which the Parties agree is $1,000 per month. During the Access Period the Purchaser shall carry, and contractual confidentiality obligationsshall ensure that its contractors carry, the Seller shall permit and will cause each other Seller Party, each Company and Company Subsidiary and, reasonable liability insurance in regards to the extent it Activities, and further agrees to furnish the Vendor copies of such insurance policies or certificates of such insurance from time to time upon request. The Purchaser has been furnished a copy of the Legal RightIquitos Yard Lease and agrees to abide by the terms thereof at all times during the Access Period. The Purchaser shall, each Company Joint Venture Entitypromptly and at its sole cost and expense, repair any damage to permitthe Premises caused by the Activities and otherwise hold the Vendor harmless from any claims brought on behalf of the landlord arising from a breach by the Purchaser, its employees, contractors or representatives of the Buyer terms of the Iquitos Yard Lease. The Purchaser shall be solely responsible for the actions of its employees, contractors and representatives relating to have reasonable access, during normal business hoursthe Activities and entry of same onto and into the Premises, and in shall indemnify and hold harmless the Vendor and its directors, officers, employees, agents, parent, subsidiaries and affiliates from and against any and all causes of action, claims, damages, demands, liability, losses and suits of every type and character arising or resulting from any property damage and/or bodily injury sustained by any Person as a manner so as not to interfere with the normal business operations result of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business Activities or the Subject Entities. Buyer shall have Purchaser's entry onto or into the right to generally conduct visualPremises, non-invasive testsINCLUDING, examinationsWITHOUT LIMITATION, and investigations of the Business AssetsCAUSES OF ACTION, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consentCLAIMS, which shall not be unreasonably withheldDAMAGES, DEMANDS, LIABILITIES, LOSSES AND SUITS CAUSED OR CONTRIBUTED TO BY ANY INDEMNIFIED PARTY'S SOLE OR CONCURRENT ORDINARY NEGLIGENCE THAT DOES NOT AMOUNT TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IT BEING THE PURCHASER'S INTENTION TO HEREBY INDEMNIFY SUCH PARTIES AGAINST THEIR OWN STRICT LIABILITY AND THEIR OWN SOLE OR CONCURRENT ORDINARY NEGLIGENCE. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any of the Subject Entities. The Buyer Purchaser acknowledges and agrees that any information received the access granted hereby is subject in connection with this Section 5(f) will be subject all respects to the terms Vendor's rights under the Iquitos Yard Lease and conditions that the Vendor has made no representations, warranties or promises regarding the Purchaser's continued use or enjoyment of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of Premises during the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)Access Period.

Access. With Subject to Landlord's reasonable prior security requirements, Tenant shall have access to the Demised Premises twenty-four (24) hours per day, seven (7) days per week, every day of the year, but services shall only be provided in accordance with this lease, and where specific times and days are herein provided, then only during such times and days. Landlord and its agents or designees shall have the right, upon at least twenty-four (24) hours’ written notice and subject to any applicable Law, any applicable privileges (including the attorney-client privilegeexcept in emergency), trade secretswhich may be in the form of an email to xxx-xxx@xxxxxxx.xxx or such other email addresses provided by Tenant to Landlord from time to time, to enter and/or pass through the Demised Premises or any part thereof, at reasonable times during reasonable hours, (i) to examine the Demised Premises and to show them to the fee owners, existing or potential Superior Lessors and Superior Mortgagees, or prospective purchasers, mortgagees or lessees of the Building as an entirety, and contractual confidentiality obligations, (ii) for the Seller shall permit and will cause each other Seller Party, each Company and Company Subsidiary and, purpose of making such repairs or Changes in or to the extent it has Demised Premises or in or to its facilities, as may be provided for by this lease or may be mutually agreed upon by the Legal Right, each Company Joint Venture Entity, parties or as Landlord may be required to permit, representatives make by law or in order to repair and maintain said structure or its fixtures or facilities or as Landlord may reasonably deem necessary for the operation of the Buyer Building. Landlord shall be allowed to have reasonable accesstake all materials into and upon the Demised Premises that may be required for such repairs, during normal business hoursChanges, and in a manner so as repainting or maintenance, without liability to Tenant, but Landlord shall not to unreasonably interfere with the normal business operations Tenant's use of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the Business or the Subject EntitiesDemised Premises. Buyer Landlord shall also have the right to generally conduct visualenter on and/or pass through the Demised Premises, non-invasive tests, examinations, and 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 invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the 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 properties of the Seller or any part thereof, by master key or forcibly, if necessary, at such times as such entry shall be required by circumstances of emergency affecting the Subject EntitiesDemised Premises or said structure. The Buyer acknowledges and agrees that any information received in connection with this Section 5(fDuring the fifteen (15) will be subject months prior to the terms and conditions of Expiration Date for smaller leases, Landlord may exhibit the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable Demised Premises to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”)prospective tenants.