Common use of Access and Reports Clause in Contracts

Access and Reports. (a) Subject to Applicable Laws, upon reasonable notice, Sellers will afford Buyer’s officers and other authorized Representatives reasonable access, during normal business hours until the Closing, to Sellers’ and Southcross GP’s officers, employees, consultants and authorized Representatives (including its legal advisors and accountants) and to the Assets, to make such investigation of the Assets and the Assumed Liabilities as Buyer reasonably requests; provided that, in connection with such access, Buyer’s authorized Representatives will (i) abide by any safety rules, regulations and operating policies provided in writing by Sellers or their Representatives and (ii) at Sellers’ option, be accompanied by at least one Representative of Sellers. Notwithstanding anything herein to the contrary, no such investigation or examination will be permitted to the extent that it would unreasonably interfere with the conduct of the business of Sellers or would require Sellers to disclose information that would cause material competitive harm to a Seller or would violate any Applicable Laws or breach any Contracts, violate any obligations to Third Parties, or violate any Seller’s attorney-client privilege. (b) Buyer acknowledges that Confidential Information has been, and in the future may be, provided to it in connection with this Agreement, including under ‎Section 7.01(a), and such Confidential Information is subject to the terms of the confidentiality agreement dated April 22, 2019 between Southcross Energy Partners, L.P., Southcross Energy Partners GP, LLC and ArcLight Capital Partners, LLC, as amended, (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference, which shall continue in full force and effect until the Closing Date, at which time such Confidentiality Agreement and the obligations of the parties under this ‎Section 7.01(b) shall terminate solely with respect to the Assets and the Transferred Employees. Buyer acknowledges and understands that this Agreement may be provided to the DIP Secured Parties or be publicly filed in the Bankruptcy Court and further made available by Sellers to prospective bidders and that such disclosure will not be deemed to violate any confidentiality obligations owing to Buyer, whether pursuant to this Agreement, the Confidentiality Agreement or otherwise.

Access and Reports. (a) Subject To the extent permitted by applicable Law and as may be reasonable in light of Contagion Event Measures, from the date hereof until the earlier of the Closing Date and the termination of this Agreement, for the purposes of preparing for the Purchase and Transfer, the integration of Seller Bank with Purchaser Bank and the other matters contemplated by this Agreement (including, without limiting or affecting the representations and warranties and covenants and agreements set forth in Section 5.7 and Section 7.3(e), any financing or other capital raising efforts by Purchaser in connection with the consummation of the Transactions and the payment of the Purchase Price), Seller Holdco and Seller Bank shall, and shall cause its Subsidiaries to, provide to Applicable Laws, Purchaser and Purchaser Bank and to Purchaser and Purchaser Bank’s Representatives reasonable access upon reasonable notice, Sellers will afford Buyer’s officers prior notice and other authorized Representatives reasonable accessrequest, during Seller Holdco’s and Seller Bank’s normal business hours until the Closinghours, as applicable, to Sellers’ and Southcross GP’s the officers, employees, consultants properties, books, contracts and authorized records relating exclusively to Seller Holdco and its Subsidiaries, including Seller Bank. Purchaser Bank shall, and shall cause its Representatives (including to, conduct its legal advisors inspections and accountants) and to the Assets, to make such investigation of the Assets and the Assumed Liabilities as Buyer reasonably requests; provided that, investigations under this Section 7.1 in connection with such access, Buyer’s authorized Representatives a manner that will (i) abide by any safety rules, regulations and operating policies provided in writing by Sellers or their Representatives and (ii) at Sellers’ option, be accompanied by at least one Representative of Sellers. Notwithstanding anything herein to the contrary, no such investigation or examination will be permitted to the extent that it would not unreasonably interfere with the conduct of the business of Sellers or would require Sellers Seller Holdco and Seller Bank and its Subsidiaries. Notwithstanding the foregoing, Seller Holdco and Seller Bank and its Subsidiaries shall not be required to disclose any information where disclosure would reasonably be expected to result in the loss of any legal privilege or contravene any Law or fiduciary or confidentiality obligations, including those related to confidential supervisory information; provided that the parties shall use commercially reasonable efforts to make other arrangements (including redacting information or making substitute disclosure arrangements) that would cause material competitive harm enable such access or furnishing of information to a Seller Purchaser Bank to occur without contravening such privilege or would violate any Applicable Laws or breach any Contracts, violate any obligations applicable Law. All information received pursuant to Third Parties, or violate any Seller’s attorney-client privilegethis Section 7.1 shall be governed by the terms of Section 7.5. (b) Buyer acknowledges Following the Closing, to the extent permitted by applicable Law, Parent Seller may retain copies of books and records of Seller Holdco and Seller Bank and its Subsidiaries that Confidential Information has been, and in the future may be, provided to it will be transferred in connection with the Transactions and, with respect to any books and records for which Parent Seller does not retain copies, Purchaser Bank agrees to provide (or cause its Affiliates to provide) Parent Seller with reasonable access to such books and records and other documents that Purchaser Bank acquires pursuant to this AgreementAgreement and, including under ‎Section 7.01(a), and such Confidential Information is subject to the terms extent permitted by applicable Law and as may be reasonable in light of Contagion Event Measures, reasonable access upon reasonable prior notice and request, during normal business hours, to its assets, properties and employees, in each case, to the confidentiality agreement dated April 22extent that such access is reasonably required by Parent Seller or any of its Affiliates to (w) defend, 2019 between Southcross Energy Partnersprosecute, L.P.appeal or cooperate with any judicial, Southcross Energy Partners GParbitral or regulatory proceeding, LLC audit or investigation to which Parent Seller or any of its Affiliates is a party and ArcLight Capital Partners, LLC, as amendedwhich relates to Seller Holdco and Seller Bank or any of its Subsidiaries or otherwise to the business and affairs thereof prior to the Closing, (the “Confidentiality Agreement”)x) prepare financial statements or regulatory, the terms tax or other filings of which are incorporated herein by reference, which shall continue Parent Seller in full force and effect until respect of periods ending on or prior to the Closing Date, at which time or (y) comply with the terms of this Agreement, any other Transaction Document, any applicable Law or request of any Governmental Authority; provided that all books, records, information and materials of Seller Holdco and Seller Bank and its Subsidiaries, including customer lists (collectively, and together with any reports, analyses, compilations, memoranda, notes and any other writings that contain, reflect or are based upon such Confidentiality Agreement information, “Confidential Information”), shall be subject to the confidentiality provisions of Section 7.5 and the obligations no Confidential Information may be made available to Parent Seller’s Representatives or to any of Parent Seller’s Affiliates or their respective Representatives unless such Person is informed of the parties under this ‎Section 7.01(b) confidentiality of the Confidential Information pursuant to Section 7.5 (and Parent Seller shall terminate solely be liable for any failure of such Affiliates or Representatives to act in accordance with respect Section 7.5); provided, further, that neither Purchaser Bank nor any of its Affiliates shall be required to provide such access to the Assets and the Transferred Employees. Buyer acknowledges and understands extent that this Agreement may doing so would reasonably be provided expected to the DIP Secured Parties or be publicly filed result in the Bankruptcy Court and further made available by Sellers to prospective bidders and that such disclosure will not be deemed to violate loss of any legal privilege or contravene any Law or fiduciary or confidentiality obligations owing (including those related to Buyer, whether confidential supervisory information); provided that the parties shall use commercially reasonable efforts to make other arrangements (including redacting information or making substitute disclosure arrangements) that would enable such access or furnishing of information to Parent Seller to occur without contravening such privilege or applicable Law. Purchaser Bank agrees to (or to cause its relevant Affiliates (including Seller Holdco and Seller Bank after the Closing) to) retain and preserve all books and records and all other documents that it or they acquire pursuant to this Agreement, in compliance with all applicable Law, for seven (7) years following the Confidentiality Agreement creation of the applicable book, record or otherwisedocument. (c) At or prior to the Closing (to the extent permitted by applicable Law and subject to restrictions on disclosing confidential supervisory information and the confidentiality provisions of Section 7.5), to the extent that any books and records of Seller Holdco and Seller Bank and its Subsidiaries are in the possession of Parent Seller or any of its Affiliates (other than Seller Holdco and its Subsidiaries, including Seller Bank) and not also in the possession of Seller Bank or any of its Subsidiaries, Parent Seller shall, and shall cause its Affiliates to, use reasonable best efforts to effect the physical and/or electronic transfer of such books and records to Seller Bank; provided that, upon prior written request of Purchaser Bank, if any such books and records are not transferred to Seller Bank on or prior to the Closing, Parent Seller and its Affiliates shall use reasonable best efforts to transfer such books and records requested by Purchaser Bank to Seller Bank following the Closing; provided, further, that to the extent any such books and records contain material that does not pertain or relate to the assets, liabilities, properties, business, conduct, personnel and/or operations of Seller Holdco or its Subsidiaries, including Seller Bank, such material may be redacted from such books and records. (d) Notwithstanding anything to the contrary in this Agreement, Parent Seller and its Affiliates (including Seller Holdco and Seller Bank and its Subsidiaries) shall not be required to disclose any consolidated, unitary, combined or similar Tax Returns including Parent Seller or any of its Affiliates (other than (i) such Tax Returns relating solely to Seller Holdco and Seller Bank and its Subsidiaries and (ii) portions of such Tax Returns relating solely to Seller Holdco and Seller Bank and its Subsidiaries), related workpapers or other Tax information that does not relate solely to Seller Holdco and Seller Bank and its Subsidiaries; provided that, to the extent such information is otherwise required by this Agreement, Parent Seller and its Affiliates shall use reasonable best efforts to provide portions of the relevant Tax Returns or other information (or redacted versions) that relate to Seller Holdco and Seller Bank and its Subsidiaries.

Access and Reports. ‌ (a) Subject To the extent permitted by applicable Law and as may be reasonable in light of Contagion Event Measures, from the date hereof until the earlier of the Closing Date and the termination of this Agreement, for the purposes of preparing for the Purchase and Transfer, the integration of Seller Bank with Purchaser Bank and the other matters contemplated by this Agreement (including, without limiting or affecting the representations and warranties and covenants and agreements set forth in Section 5.7 and Section 7.3(e), any financing or other capital raising efforts by Purchaser in connection with the consummation of the Transactions and the payment of the Purchase Price), Seller Bank shall, and shall cause its Subsidiaries to, provide to Applicable Laws, Purchaser Bank and to Purchaser Bank’s Representatives reasonable access upon reasonable notice, Sellers will afford Buyer’s officers prior notice and other authorized Representatives reasonable accessrequest, during Seller Bank’s normal business hours until the Closinghours, to Sellers’ and Southcross GP’s the officers, employees, consultants properties, books, contracts and authorized records relating exclusively to Seller Bank and its Subsidiaries. Purchaser Bank shall, and shall cause its Representatives (including to, conduct its legal advisors inspections and accountants) and to the Assets, to make such investigation of the Assets and the Assumed Liabilities as Buyer reasonably requests; provided that, investigations under this Section 7.1 in connection with such access, Buyer’s authorized Representatives a manner that will (i) abide by any safety rules, regulations and operating policies provided in writing by Sellers or their Representatives and (ii) at Sellers’ option, be accompanied by at least one Representative of Sellers. Notwithstanding anything herein to the contrary, no such investigation or examination will be permitted to the extent that it would not unreasonably interfere with the conduct of the business of Sellers or would require Sellers Seller Bank and its Subsidiaries. Notwithstanding the foregoing, Seller Bank and its Subsidiaries shall not be required to disclose any information where disclosure would reasonably be expected to result in the loss of any legal privilege or contravene any Law or fiduciary or confidentiality obligations, including those related to confidential supervisory information; provided that the parties shall use commercially reasonable efforts to make other arrangements (including redacting information or making substitute disclosure arrangements) that would cause material competitive harm enable such access or furnishing of information to a Seller Purchaser Bank to occur without contravening such privilege or would violate any Applicable Laws or breach any Contracts, violate any obligations applicable Law. All information received pursuant to Third Parties, or violate any Seller’s attorney-client privilegethis Section 7.1 shall be governed by the terms of Section 7.5. (b) Buyer acknowledges Following the Closing, to the extent permitted by applicable Law, Parent Seller may retain copies of books and records of Seller Bank and its Subsidiaries that Confidential Information has been, and in the future may be, provided to it will be transferred in connection with the Transactions and, with respect to any books and records for which Parent Seller does not retain copies, Purchaser Bank agrees to provide (or cause its Affiliates to provide) Parent Seller with reasonable access to such books and records and other documents that Purchaser Bank acquires pursuant to this AgreementAgreement and, including under ‎Section 7.01(a), and such Confidential Information is subject to the terms extent permitted by applicable Law and as may be reasonable in light of Contagion Event Measures, reasonable access upon reasonable prior notice and request, during normal business hours, to its assets, properties and employees, in each case, to the confidentiality agreement dated April 22extent that such access is reasonably required by Parent Seller or any of its Affiliates to (w) defend, 2019 between Southcross Energy Partnersprosecute, L.P.appeal or cooperate with any judicial, Southcross Energy Partners GParbitral or regulatory proceeding, LLC audit or investigation to which Parent Seller or any of its Affiliates is a party and ArcLight Capital Partners, LLC, as amendedwhich relates to Seller Bank or any of its Subsidiaries or otherwise to the business and affairs thereof prior to the Closing, (the “Confidentiality Agreement”)x) prepare financial statements or regulatory, the terms tax or other filings of which are incorporated herein by reference, which shall continue Parent Seller in full force and effect until respect of periods ending on or prior to the Closing Date, at which time such Confidentiality Agreement and or (y) comply with the obligations terms of the parties under this ‎Section 7.01(b) shall terminate solely with respect to the Assets and the Transferred Employees. Buyer acknowledges and understands that this Agreement may be provided to the DIP Secured Parties or be publicly filed in the Bankruptcy Court and further made available by Sellers to prospective bidders and that such disclosure will not be deemed to violate any confidentiality obligations owing to Buyer, whether pursuant to this Agreement, the Confidentiality Agreement or otherwise.any other Transaction Document,‌

Access and Reports. (a) Subject To the extent permitted by applicable Law and as may be reasonable in light of Contagion Event Measures, from the date hereof until the earlier of the Closing Date or the termination of this Agreement, Sellers shall, and shall cause their Affiliates to, provide to Applicable Laws, Purchaser and to Purchaser’s Representatives reasonable access upon reasonable notice, Sellers will afford Buyer’s officers prior notice and other authorized Representatives reasonable accessrequest, during the Bank’s normal business hours until the Closinghours, to Sellers’ and Southcross GP’s the officers, employees, consultants properties, books, contracts and authorized Representatives (including its legal advisors and accountants) and to the Assets, to make such investigation records of the Assets Bank and the Assumed Liabilities as Buyer reasonably requests; provided thatTransferred Subsidiaries. Purchaser shall, and shall cause its Representatives to, conduct its inspections and investigations under this Section 5.1 in connection with such access, Buyer’s authorized Representatives a manner that will (i) abide by any safety rules, regulations and operating policies provided in writing by Sellers or their Representatives and (ii) at Sellers’ option, be accompanied by at least one Representative of Sellers. Notwithstanding anything herein to the contrary, no such investigation or examination will be permitted to the extent that it would not unreasonably interfere with the conduct of the business of Sellers Seller and its Affiliates (including the Bank or would require Sellers the Transferred Subsidiaries). Notwithstanding the foregoing, none of the Sellers, the Bank or any of the Transferred Subsidiaries shall be required to disclose any information where disclosure (A) would reasonably be expected to result in the loss of any legal privilege or contravene any Law (including those related to confidential supervisory information), (B) would reasonably be expected to result in the disclosure of any trade secrets or competitively sensitive information of Seller or its Affiliates or of a third party to whom Seller and its Affiliates have confidentiality obligations or (C) would reasonably be expected to result in Purchaser gaining access to any information relating to the Excluded Assets and Liabilities (other than expressly contemplated by the Transaction Documents); provided that the parties shall use commercially reasonable efforts to make other arrangements (including redacting information or making substitute disclosure arrangements) that would cause material competitive harm enable such access or furnishing of information to a Seller or would violate Purchaser to occur without contravening any Applicable Laws or breach any Contractsof the foregoing clauses (A), violate any obligations (B) and (C). All information received pursuant to Third Parties, or violate any Seller’s attorney-client privilegethis Section 5.1 shall be governed by the terms of Section 5.5. (b) Buyer acknowledges that Confidential Information has beenFollowing the Closing, and in the future may be, provided to it in connection with this Agreement, including under ‎Section 7.01(a), and such Confidential Information is subject to the terms extent permitted by applicable Law, Sellers may retain copies of books and records of the confidentiality agreement dated April 22Bank and the Transferred Subsidiaries and, 2019 between Southcross Energy Partnerswith respect to any books and records for which Sellers do not retain copies, L.P.the Purchaser agrees to provide (or cause its Affiliates to provide) the Sellers with reasonable access to such books and records and other documents that the Purchaser acquires pursuant to this Agreement and, Southcross Energy Partners GPto the extent permitted by applicable Law and as may be reasonable in light of Contagion Event Measures, LLC reasonable access upon reasonable prior notice and ArcLight Capital Partnersrequest, LLCduring normal business hours, as amendedto its assets, properties and employees, in each case, to the extent that such access is reasonably required by Sellers or any of their Affiliates to (x) defend, prosecute, appeal or cooperate with any judicial, arbitral or regulatory proceeding, audit or investigation to which Sellers or any of their Affiliates is a party and which relates to the Bank or any Transferred Subsidiary or otherwise to the business and affairs thereof prior to the Closing, (the “Confidentiality Agreement”), the terms y) prepare financial statements or regulatory filings of which are incorporated herein by reference, which shall continue Sellers in full force and effect until respect of periods ending on or prior to the Closing Date, at which time such Confidentiality Agreement or (z) comply with the terms of this Agreement, any other Transaction Document, any applicable Law or request of any Governmental Authority; provided that all books, records, information and the obligations materials of the parties under this ‎Section 7.01(b) shall terminate solely with respect to the Assets Bank and the Transferred Employees. Buyer acknowledges Subsidiaries, including customer lists (collectively, and understands together with any reports, analyses, compilations, memoranda, notes and any other writings that this Agreement contain, reflect or are based upon such information, “Confidential Information”), shall be subject to the confidentiality provisions of Section 5.5 and no Confidential Information may be provided made available to Sellers’ Representatives or to any of Sellers’ Affiliates or their respective Representatives unless such Person agrees to maintain the confidentiality of the Confidential Information pursuant to Section 5.5 (and, in any event, Sellers shall be liable for any failure of such Affiliates or Representatives to act in accordance with Section 5.5); provided, further, that neither the Purchaser nor any of its Affiliates shall be required to provide such access to the DIP Secured Parties or extent that doing so (A) would reasonably be publicly filed expected to result in the Bankruptcy Court and further made available by loss of any legal privilege, contravene any Law or fiduciary obligations (including those related to confidential supervisory information), or (B) would reasonably be expected to result in the disclosure of any trade secrets or competitively sensitive information of Purchaser or its Affiliates or of a third party to whom Purchaser or its Affiliates have confidentiality obligations; provided that the parties shall use commercially reasonable efforts to make other arrangements (including redacting information or making substitute disclosure arrangements) that would enable such access or furnishing of information to the Sellers to prospective bidders occur without contravening such privilege or applicable Law. The Purchaser agrees to (or to cause its relevant Affiliates (including the Bank after the Closing) to) retain and preserve all books and records and all other documents that such disclosure will not be deemed to violate any confidentiality obligations owing to Buyer, whether it or they acquire pursuant to this Agreement, in compliance with all applicable Law. (c) At or prior to the Confidentiality Agreement Closing, to the extent that any books and records of the Bank and the Transferred Subsidiaries are in the possession of Sellers or otherwiseany of their Affiliates (other than the Bank and the Transferred Subsidiaries) and not also in the possession of the Bank or the Transferred Subsidiaries, Sellers shall, and shall cause their Affiliates to, use reasonable best efforts to effect the physical and/or electronic transfer of such books and records to the Bank (in each case, at Sellers’ cost and expense); provided that if any such books and records are not transferred to the Bank on or prior to the Closing, Sellers and their Affiliates shall continue to use reasonable best efforts to transfer such books and records to the Bank following the Closing; and provided, further, that to the extent any such books and records contain material regarding the Excluded Assets and Liabilities or does not pertain or relate to the assets, liabilities, properties, business, conduct, personnel and/or operations of the Bank or the Transferred Subsidiaries, such material may be redacted from such books and records.

Access and Reports. (a) Subject To the extent permitted by applicable Law and as may be reasonable in light of Contagion Event Measures, from the date hereof until the earlier of the Closing Date and the termination of this Agreement, for the purposes of preparing for the Purchase and Transfer, the integration of Seller Bank with Purchaser Bank and the other matters contemplated by this Agreement (including, without limiting or affecting the representations and warranties and covenants and agreements set forth in Section 5.7 and Section 7.3(e), any financing or other capital raising efforts by Purchaser in connection with the consummation of the Transactions and the payment of the Purchase Price), Seller Bank shall, and shall cause its Subsidiaries to, provide to Applicable Laws, Purchaser Bank and to Purchaser Bank’s Representatives reasonable access upon reasonable notice, Sellers will afford Buyer’s officers prior notice and other authorized Representatives reasonable accessrequest, during Seller Bank’s normal business hours until the Closinghours, to Sellers’ and Southcross GP’s the officers, employees, consultants properties, books, contracts and authorized records relating exclusively to Seller Bank and its Subsidiaries. Purchaser Bank shall, and shall cause its Representatives (including to, conduct its legal advisors inspections and accountants) and to the Assets, to make such investigation of the Assets and the Assumed Liabilities as Buyer reasonably requests; provided that, investigations under this Section 7.1 in connection with such access, Buyer’s authorized Representatives a manner that will (i) abide by any safety rules, regulations and operating policies provided in writing by Sellers or their Representatives and (ii) at Sellers’ option, be accompanied by at least one Representative of Sellers. Notwithstanding anything herein to the contrary, no such investigation or examination will be permitted to the extent that it would not unreasonably interfere with the conduct of the business of Sellers or would require Sellers Seller Bank and its Subsidiaries. Notwithstanding the foregoing, Seller Bank and its Subsidiaries shall not be required to disclose any information where disclosure would reasonably be expected to result in the loss of any legal privilege or contravene any Law or fiduciary or confidentiality obligations, including those related to confidential supervisory information; provided that the parties shall use commercially reasonable efforts to make other arrangements (including redacting information or making substitute disclosure arrangements) that would cause material competitive harm enable such access or furnishing of information to a Seller Purchaser Bank to occur without contravening such privilege or would violate any Applicable Laws or breach any Contracts, violate any obligations applicable Law. All information received pursuant to Third Parties, or violate any Seller’s attorney-client privilegethis Section 7.1 shall be governed by the terms of Section 7.5. (b) Buyer acknowledges Following the Closing, to the extent permitted by applicable Law, Parent Seller may retain copies of books and records of Seller Bank and its Subsidiaries that Confidential Information has been, and in the future may be, provided to it will be transferred in connection with the Transactions and, with respect to any books and records for which Parent Seller does not retain copies, Purchaser Bank agrees to provide (or cause its Affiliates to provide) Parent Seller with reasonable access to such books and records and other documents that Purchaser Bank acquires pursuant to this AgreementAgreement and, including under ‎Section 7.01(a), and such Confidential Information is subject to the terms extent permitted by applicable Law and as may be reasonable in light of Contagion Event Measures, reasonable access upon reasonable prior notice and request, during normal business hours, to its assets, properties and employees, in each case, to the confidentiality agreement dated April 22extent that such access is reasonably required by Parent Seller or any of its Affiliates to (w) defend, 2019 between Southcross Energy Partnersprosecute, L.P.appeal or cooperate with any judicial, Southcross Energy Partners GParbitral or regulatory proceeding, LLC audit or investigation to which Parent Seller or any of its Affiliates is a party and ArcLight Capital Partners, LLC, as amendedwhich relates to Seller Bank or any of its Subsidiaries or otherwise to the business and affairs thereof prior to the Closing, (the “Confidentiality Agreement”)x) prepare financial statements or regulatory, the terms tax or other filings of which are incorporated herein by reference, which shall continue Parent Seller in full force and effect until respect of periods ending on or prior to the Closing Date, at which time or (y) comply with the terms of this Agreement, any other Transaction Document, any applicable Law or request of any Governmental Authority; provided that all books, records, information and materials of Seller Bank and its Subsidiaries, including customer lists (collectively, and together with any reports, analyses, compilations, memoranda, notes and any other writings that contain, reflect or are based upon such Confidentiality Agreement information, “Confidential Information”), shall be subject to the confidentiality provisions of Section 7.5 and the obligations no Confidential Information may be made available to Parent Seller’s Representatives or to any of Parent Seller’s Affiliates or their respective Representatives unless such Person is informed of the parties under this ‎Section 7.01(b) confidentiality of the Confidential Information pursuant to Section 7.5 (and Parent Seller shall terminate solely be liable for any failure of such Affiliates or Representatives to act in accordance with respect Section 7.5); provided, further, that neither Purchaser Bank nor any of its Affiliates shall be required to provide such access to the Assets and the Transferred Employees. Buyer acknowledges and understands extent that this Agreement may doing so would reasonably be provided expected to the DIP Secured Parties or be publicly filed result in the Bankruptcy Court and further made available by Sellers to prospective bidders and that such disclosure will not be deemed to violate loss of any legal privilege or contravene any Law or fiduciary or confidentiality obligations owing (including those related to Buyer, whether confidential supervisory information); provided that the parties shall use commercially reasonable efforts to make other arrangements (including redacting information or making substitute disclosure arrangements) that would enable such access or furnishing of information to Parent Seller to occur without contravening such privilege or applicable Law. Purchaser Bank agrees to (or to cause its relevant Affiliates (including Seller Bank after the Closing) to) retain and preserve all books and records and all other documents that it or they acquire pursuant to this Agreement, in compliance with all applicable Law, for seven (7) years following the Confidentiality Agreement creation of the applicable book, record or otherwisedocument. (c) At or prior to the Closing (to the extent permitted by applicable Law and subject to restrictions on disclosing confidential supervisory information and the confidentiality provisions of Section 7.5), to the extent that any books and records of Seller Bank and its Subsidiaries are in the possession of Parent Seller or any of its Affiliates (other than Seller Bank and its Subsidiaries) and not also in the possession of Seller Bank or any of its Subsidiaries, Parent Seller shall, and shall cause its Affiliates to, use reasonable best efforts to effect the physical and/or electronic transfer of such books and records to Seller Bank; provided that, upon prior written request of Purchaser Bank, if any such books and records are not transferred to Seller Bank on or prior to the Closing, Parent Seller and its Affiliates shall use reasonable best efforts to transfer such books and records requested by Purchaser Bank to Seller Bank following the Closing; provided, further, that to the extent any such books and records contain material that does not pertain or relate to the assets, liabilities, properties, business, conduct, personnel and/or operations of Seller Bank or its Subsidiaries, such material may be redacted from such books and records. (d) Notwithstanding anything to the contrary in this Agreement, Parent Seller and its Affiliates (including Seller Bank and its Subsidiaries) shall not be required to disclose any consolidated, unitary, combined or similar Tax Returns including Parent Seller or any of its Affiliates (other than (i) such Tax Returns relating solely to Seller Bank and its Subsidiaries and (ii) portions of such Tax Returns relating solely to Seller Bank and its Subsidiaries), related workpapers or other Tax information that does not relate solely to Seller Bank and its Subsidiaries; provided that, to the extent such information is otherwise required by this Agreement, Parent Seller and its Affiliates shall use reasonable best efforts to provide portions of the relevant Tax Returns or other information (or redacted versions) that relate to Seller Bank and its Subsidiaries.