Common use of Access to Books and Records Clause in Contracts

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After the date of this Agreement until the earlier Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the Closing or termination financial operations of this Agreementthe Borrower and the Guarantors and provide the Administrative Agent, Sellers shall afford to Representatives of Purchasers the Collateral Agent and their respective representatives and advisors reasonable access to the Books all such books and Records records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Transferred Entities’ Businesses Collateral, during normal regular business hours consistent hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with applicable Law reasonable frequency, but in any event, so long as no Event of Default has occurred and in accordance is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the procedures established by Sellers; provided, however, officers of the Borrower and the Guarantors and representatives (provided that (i) no Seller or Transferred Entity the Borrower shall be required given the right to violate any obligation participate in such discussions with such representatives) of confidentiality the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to which a Seller the Administrative Agent or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise Lenders pursuant to this Agreement shall be or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by Purchasers the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreementis continuing). (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the access granted under Section 5.1(a) shall be conducted in such a manner as not Real Property Assets with respect to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, environmental matters upon reasonable notice, full access and obtain any third party verification of matters relating to the books, records, properties Release or alleged Release of Hazardous Materials at the Real Property Assets and employees compliance with Environmental Laws and requirements of each Transferred Entity Airport Authorities with respect to environmental matters (for matters that would impact the extent that such access may be value of the Real Property Assets) reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d)Administrative Agent at any time and from time to time. (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After The Borrower and the date Guarantors will make and keep books, records and accounts in which full, true and correct entries in conformity with GAAP are made of this Agreement until the earlier all financial dealings and transactions in relation to its business and activities, including, without limitation, an accurate and fair reflection of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books transactions and Records dispositions of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law assets of the Borrower and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality AgreementGuarantors. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant The Borrower and the Guarantors will permit, to the access granted under Section 5.1(a) extent not prohibited by applicable law or contractual obligations, any representatives designated by the Administrative Agent or any Governmental Authority that is authorized to supervise or regulate the operations of a Lender, as designated by such Lender, upon reasonable prior written notice and, so long as no Event of Default has occurred and is continuing, at no out-of-pocket cost to the Borrower and the Guarantors, to visit and inspect the properties of each of the Borrower and the Guarantors, to examine its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested (it being understood that a representative of the Borrower will be present); provided that if an Event of Default has occurred and is continuing, the Borrower and the Guarantors shall be conducted in such a manner as not to interfere unreasonably with responsible for the operation reasonable costs and expenses of any visits of the Business by Sellers or Administrative Agent and the Transferred EntitiesLenders, acting together (but not separately) provided, further that with respect to Collateral and Purchasers matters relating thereto, the rights of Administrative Agent and their representatives the Lenders under this Section 5.10 shall not communicate with any be limited to the following: upon request of the employees of Sellers or Administrative Agent, the Transferred Entities without applicable Grantor will permit the prior written consent of Sellers. Notwithstanding anything to the contrary in this AgreementAdministrative Agent, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates agents or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, at reasonable times and intervals upon reasonable prior notice, to visit during normal business hourshours its offices and sites and inspect any documents relating to (i) the existence of such Collateral, upon reasonable notice(ii) with respect to Collateral other than Pledged Route Authorities, full access Pledged Slots and Pledged Foreign Gate Leaseholds, the condition of such Collateral, and (iii) the validity, perfection and priority of the Liens on such Collateral, and to the booksdiscuss such matters with its officers, records, properties and employees of each Transferred Entity except to the extent that the disclosure of any such access may be reasonably requested by Sellers, including document or any such discussion shall result in the applicable Grantor’s violation of its contractual or legal obligations. All confidential or proprietary information obtained in connection with financial statements any such visit, inspection or a proceeding before discussion shall be held confidential by the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree Administrative Agent and each agent or representative thereof and shall not be furnished or disclosed by any of them to hold all the Books anyone other than their respective bank examiners, auditors, accountants, agents and Records of each Transferred Entity’s Business existing on the Closing Date legal counsel, and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time except as may be required by Lawan order of any court or administrative agency or by any statute, and thereafterrule, if they desire to destroy regulation or dispose order of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersany Governmental Authority.

Access to Books and Records. (a) After The Borrower and the date Guarantors will make and keep books, records and accounts in which full, true and correct entries in conformity with GAAP are made of this Agreement until the earlier all financial dealings and transactions in relation to its business and activities, including, without limitation, an accurate and fair reflection of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books transactions and Records dispositions of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law assets of the Borrower and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality AgreementGuarantors. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant The Borrower and the Guarantors will permit, to the access granted under Section 5.1(aextent not prohibited by applicable law or contractual obligations, any representatives designated by the Administrative Agent or the Collateral Trustee or any Governmental Authority that is authorized to supervise or regulate the operations of a Lender, as designated by such Lender, upon reasonable prior written notice and, so long as no Event of Default has occurred and is continuing, at no out-of-pocket cost to the Borrower and the Guarantors, to (x) visit and inspect the Collateral and the properties of the Borrower and the Guarantors, (y) examine its books and records, and (z) discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested (it being understood that a representative of the Borrower will be present) subject to any restrictions in any applicable Collateral Document; provided that if an Event of Default has occurred and is continuing, the Borrower and the Guarantors shall be conducted in such a manner as not to interfere unreasonably with responsible for the operation reasonable costs and expenses of any visits of the Business by Sellers Administrative Agent, the Collateral Trustee and the Lenders, acting together (but not separately); provided, further, that with respect to Collateral and matters relating thereto, the rights of Administrative Agent, the Collateral Trustee and the Lenders under this Section 5.13 shall, subject to the inspection provisions of the applicable Collateral Documents, be limited to the following: upon the request of the Administrative Agent or the Transferred EntitiesCollateral Trustee, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or applicable Grantor will permit the Transferred Entities without Administrative Agent and/or the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party Collateral Trustee or any of its Affiliates agents or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, at reasonable times and intervals upon reasonable prior notice, to (x) visit during normal business hourshours its offices, upon reasonable notice, full access to the books, records, sites and properties and employees (y) inspect any documents relating to (i) the existence of each Transferred Entity such Collateral, (ii) with respect to Collateral other than Pledged Routes, Pledged Slots and Pledged Gate Leaseholds, the condition of such Collateral, and (iii) the validity, perfection and priority of the Liens on such Collateral, and to discuss such matters with its officers, except to the extent that the disclosure of any such access may be reasonably requested by Sellers, including document or any such discussion would result in the applicable Grantor’s violation of its contractual or legal obligations. All confidential or proprietary information obtained in connection with financial statements any such visit, inspection or a proceeding before discussion shall be held confidential by the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree Administrative Agent, the Collateral Trustee and each of their respective agents and representatives and shall not be furnished or disclosed by any of them to hold all the Books anyone other than their respective bank examiners, auditors, accountants, agents and Records of each Transferred Entity’s Business existing on the Closing Date legal counsel, and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time except as may be required by Lawany court or administrative agency or by any statute, and thereafterrule, if they desire to destroy regulation or dispose order of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersany Governmental Authority.

Access to Books and Records. (a) After To the date of this Agreement until the earlier of the Closing or termination of this Agreementextent reasonably requested by Buyer, Sellers shall afford provide Buyer access and the right to Representatives of Purchasers reasonable access copy from and after any Closing Date any books and records relating to the Books Assets but not included in the Assets. To the extent reasonably requested by Sellers, Buyer shall provide Sellers access and Records the right to copy from and after the applicable Closing Date any books and records relating to the Assets that are included in the Assets. Buyer and Sellers shall each retain any such books and records, for a period of three years (or such longer period as may be required by law or good business practice) following the Transferred Entities’ Businesses during normal business hours consistent with applicable Law Final Closing Date. Subject to and in accordance with the procedures established terms of this Section 6.9, Sellers shall cause its accountants regularly servicing Sellers to conduct audits and reviews of Sellers' financial information as Buyer may reasonably determine is necessary to satisfy Buyer's due diligence, including, without limitation, (a) causing Sellers' auditors to permit Buyer's auditors to have access to Sellers' auditor's work papers, and (b) causing Sellers' auditors to consent to such access by Buyer. Under no circumstance shall the preparation of any financial statements pursuant to such audits and reviews (i) require any Seller to change or modify any accounting policy, (ii) cause any unreasonable disruption in the business or operations of any Station, or (iii) cause any delay that is more than de minimis in any internal reporting requirements of any Seller. All costs and expenses incurred in connection with the preparation of (and assimilation of relevant information for) the audits and reviews of financial information shall be paid by Sellers; provided, howeverBuyer shall promptly pay upon presentation of any invoice, as a non-refundable prepayment of the Purchase Price, for all charges incurred in connection with such audit to the extent relating to work performed on or after July 26, 1999 (such charges, the "Section 6.9 Amount") (it being understood that (i) no Seller or Transferred Entity the hourly charges of Sellers' accountants for the period of time for which Buyer is responsible may be greater than the hourly charges incurred by Sellers). In addition, Buyer shall be required responsible for any costs and expenses (a) associated with the inclusion of such audited financial statements in Buyer's publicly filed documents, including, without limitation, any fees for consents to violate any obligation of confidentiality to which such inclusion and a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), "comfort letter," and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including incurred in connection with any review of financial statements for the periods ended June 30, 1998 or a proceeding before June 30, 1999, or for any other periods other than the Independent Accounting Firm under Section 2.5(d)financial statements for calendar year 1998. (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After The Borrower and the date Guarantors will make and keep books, records and accounts in which full, true and correct entries in conformity with GAAP are made of this Agreement until the earlier all financial dealings and transactions in relation to its business and activities, including, without limitation, an accurate and fair reflection of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books transactions and Records dispositions of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law assets of the Borrower and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality AgreementGuarantors. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant The Borrower and the Guarantors will permit, to the access granted under Section 5.1(a) extent not prohibited by applicable law or contractual obligations, any representatives designated by the Administrative Agent or any Governmental Authority that is authorized to supervise or regulate the operations of a Lender, as designated by such Lender, upon reasonable prior written notice and, so long as no Event of Default has occurred and is continuing, at no out-of-pocket cost to the Borrower and the Guarantors, to visit and inspect the properties of each of the Borrower and the Guarantors, to examine its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested (it being understood that a representative of the Borrower will be present); provided that if an Event of Default has occurred and is continuing, the Borrower and the Guarantors shall be conducted in such a manner as not to interfere unreasonably with responsible for the operation reasonable costs and expenses of any visits of the Business by Sellers or Administrative Agent and the Transferred EntitiesLenders, acting together (but not separately) provided, further, that with respect to Collateral and Purchasers matters relating thereto, the rights of Administrative Agent and their representatives the Lenders under this Section 5.10 shall not communicate with any be limited to the following: upon request of the employees of Sellers or Administrative Agent, the Transferred Entities without applicable Grantor will permit the prior written consent of Sellers. Notwithstanding anything to the contrary in this AgreementAdministrative Agent, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates agents or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, at reasonable times and intervals upon reasonable prior notice, to visit during normal business hourshours its offices and sites and inspect any documents relating to (i) the existence of such Collateral, upon reasonable notice(ii) with respect to Collateral other than Pledged Route Authorities, full access Pledged Slots and Pledged Foreign Gate Leaseholds, the condition of such Collateral, and (iii) the validity, perfection and priority of the Liens on such Collateral, and to the booksdiscuss such matters with its officers, records, properties and employees of each Transferred Entity except to the extent that the disclosure of any such access may be reasonably requested by Sellers, including document or any such discussion shall result in the applicable Grantor’s violation of its contractual or legal obligations. All confidential or proprietary information obtained in connection with financial statements any such visit, inspection or a proceeding before discussion shall be held confidential by the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree Administrative Agent and each agent or representative thereof and shall not be furnished or disclosed by any of them to hold all the Books anyone other than their respective bank examiners, auditors, accountants, agents and Records of each Transferred Entity’s Business existing on the Closing Date legal counsel, and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time except as may be required by Lawan order of any court or administrative agency or by any statute, and thereafterrule, if they desire to destroy regulation or dispose order of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersany Governmental Authority.

Access to Books and Records. Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior to the date hereof or any other duty of confidentiality owed to another Person, or as would be reasonably expected to violate any attorney-client privilege (a) After it being understood that the parties shall each use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation), from the date of this Agreement until the earlier of the Closing or termination of this AgreementEffective Time and the Termination Date, Sellers the Company shall afford (and shall cause the Subsidiaries to): (i) provide to Representatives of Purchasers reasonable access Parent and to the Books officers, directors, members, partners, managers, employees, accountants, consultants, legal counsel, financing sources, agents and Records other representatives (collectively, “Representatives”) of the Transferred Entities’ Businesses Parent reasonable access, during normal business hours consistent with applicable Law and in accordance with upon reasonable prior notice by Parent, to the procedures established by Sellersofficers, employees, agents, properties, offices and other facilities of the Company and the Subsidiaries and to the books and records thereof; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make availablefurnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and the Subsidiaries as Parent or cause its Representatives may reasonably request. Notwithstanding the Transferred Entities foregoing, the Company may impose reasonable restrictions and limitations on access to make availablesuch officers, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers employees, agents, properties, offices, facilities, books and their Representatives in accordance withrecords and information, shall be considered underand Parent shall, and shall be subject cause its Representatives to, use their reasonable best efforts to the terms of, the Confidentiality Agreement. (b) Purchasers agree that conduct any permitted such investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted or consultation in such a manner as not to interfere unreasonably with the operation business or operations of the Business by Sellers Company or the Transferred Entities, Subsidiaries or otherwise result in any unreasonable interference with the prompt and Purchasers and timely discharge by such employees of their representatives shall not communicate with normal duties. Neither the Company nor any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities Subsidiaries shall be required to provide access to or to disclose information where, upon the advice of counsel, where such access or disclosure would jeopardize the attorney-client privilege of such Party the Company or the Subsidiaries or could reasonably be deemed to contravene any law, Contract entered into prior to the date of this Agreement or any other duty of its Affiliates confidentiality owed to another Person (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that does not cause such violation or contravene any Laws. (c) At and after jeopardy). In addition to the Closing Dateforegoing, Purchasers shallthe Company shall provide to Parent, and shall cause their Affiliates the Subsidiaries to, afford Sellers and their representativesshall use its reasonable best efforts to cause the Company’s and the Subsidiaries’ respective officers, during normal business hoursemployees, upon reasonable noticeRepresentatives and advisors, full access including legal and accounting, to, provide to the books, records, properties and employees of each Transferred Entity to the extent that such access may be Parent all cooperation reasonably requested by Sellers, including Parent in connection with its financing and the other transactions contemplated by this Agreement and the Other Contemplated Transactions, including the following: (i) participation in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents; (iii) furnishing Parent and its financing sources with financial statements and other pertinent information regarding the Company and the Subsidiaries, if subject to confidentiality and use restrictions reasonably satisfactory to the Company; and (iv) facilitating the entrance into one or a proceeding before more credit or other agreements satisfactory to Parent, provided that, in all cases with respect to the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all above, the Books Company and Records of each Transferred Entity’s Business existing on the Subsidiaries shall incur no cost or expense that is not promptly reimbursed by Parent upon demand if the Closing Date does not occur and shall not be obligated to destroy become a party to (or dispose of otherwise bound by) any thereof for a period of seven (7) years from the Closing Date agreement or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days other document prior to the Closing. The Company hereby consents to the use of its and the Subsidiaries’ logos in connection with Parent’s financing; provided that such destruction logos are used solely in a manner that is not intended to nor reasonably likely to harm or disposition to surrender them to Sellersdisparage the Company or any of the Subsidiaries.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers The Ceding Company shall afford to Representatives of Purchasers reasonable access to maintain the Books and Records (a) in accordance with any and all Applicable Law and (b) with a degree of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law care and diligence similar to that used for its other businesses for its own account and in accordance with its internal record retention procedures and policies of its other businesses. The Reinsurer and its Representatives shall have the procedures established by Sellersright to inspect, audit and make copies of, not more than once per calendar year (or (i) in the event the Ceding Company is in breach of its obligations under Article VII, not more than once per calendar quarter, upon delivery of notice from the Reinsurer to the Ceding Company of the alleged breach, together with reasonable supporting detail in respect thereof and (ii) with respect to the Reinsurer’s right to audit and inspect the Ceding Company’s compliance with Section 2.09, not more than twice per calendar year (but in the event the Ceding Company is in breach of its obligations under Section 2.09, not more than once per calendar quarter, upon delivery of notice from the Reinsurer to the Ceding Company of the alleged breach, together with reasonable supporting detail in respect thereof)), at reasonable times and upon reasonable prior notice, the Books and Records in the possession, custody or control of the Ceding Company, its Affiliates and its or their respective Representatives and access to appropriate personnel of the Ceding Company, its Affiliates and its and their Representatives; provided, however, that (i) no Seller or Transferred Entity such access shall be required to violate any obligation not unreasonably interfere with the business and operations of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject the Ceding Company. The Reinsurer shall bear its own expenses in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance connection with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, such access and shall be subject promptly reimburse the Ceding Company for any reasonable out-of-pocket expenses incurred by the Ceding Company in connection with such access by the Reinsurer and its Representatives. Without limiting the foregoing, at least once annually upon the Reinsurer’s request the Ceding Company will hold servicing and administration review calls with the Reinsurer to discuss material issues (if any) that have arisen with respect to the terms of, servicing of the Confidentiality AgreementReinsured Policies. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant Notwithstanding anything herein to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with contrary, the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives Ceding Company shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything be obligated to make available to the contrary Reinsurer any original papers or other books, records or documents to the extent that the Ceding Company determines, in this Agreementits reasonable judgment, neither Sellers nor the Transferred Entities shall be required to provide access to that doing so would violate Applicable Law or disclose information where, upon the advice of counsel, such access a contract or disclosure would jeopardize the protection of an attorney-client privilege of privilege; it being understood that the Ceding Company shall use commercially reasonable efforts to enable such Party information to be made available to the Reinsurer (including redacting information) without contravening such Applicable Law or any of its Affiliates contract or contravene any Lawsjeopardizing such privilege. (c) At The Reinsurer shall not use any information obtained pursuant to this Section 6.02 for any purpose not relating to this Agreement, the Trust Agreement, the Master Transaction Agreement, the letter agreement, dated as of the date hereof, by and after between the Closing Date, Purchasers shall, Reinsurer and shall cause their Affiliates to, afford Sellers Provident Life and their representatives, during normal business hours, upon reasonable notice, full access to Casualty Insurance Company or the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d)reinsurance provided hereunder. (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. Maintain or cause to be maintained at all times true and complete books and records in accordance with GAAP of the financial operations of the Borrowers and the Guarantors; and provide the Lender Parties and their representatives (awhich shall coordinate through the Administrative Agent) After (i) access to all such books and records during regular business hours upon reasonable advance notice, in order that the date Lender Parties may examine and make abstracts from such books, accounts, records and other papers for the purpose of verifying the accuracy of the various reports delivered by the Borrowers or the Guarantors to any Agent or the Lenders pursuant to this Agreement until or for otherwise ascertaining compliance with this Agreement and to discuss the earlier affairs, finances and condition of the Closing Borrowers and the Guarantors with the officers and independent accountants of the Borrowers; provided that any Borrower shall have the right to be present at any such visit or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable inspection and (ii) access to and the Books right to inspect all reports, audits and Records other internal information of the Transferred Entities’ Businesses Borrowers and the Guarantors relating to environmental matters upon reasonable advance notice; provided that, excluding such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.01(f); (y) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (z) only one such time per calendar year shall be at the expense of the Borrowers; provided, further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrowers during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellersupon reasonable advance notice; provided, howeverfurther that, that (i) no Seller or Transferred Entity notwithstanding anything to the contrary herein, neither any Borrower nor any Restricted Subsidiary shall be required to violate disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any obligation document, information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of confidentiality Xxxx and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to which a Seller the Administrative Agent or a Transferred Entity any Lender (or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and representatives or contractors) is prohibited by applicable law or (iiiii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be that is subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client or similar privilege of such Party or any of its Affiliates or contravene any Lawsconstitutes attorney work product. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. Maintain or cause to be maintained at all times true and complete books and records in accordance with GAAP of the financial operations of the Borrower and the Guarantors; and provide the Lender Parties and their representatives (awhich shall coordinate through the Administrative Agent) After (i) access to all such books and records during regular business hours upon reasonable advance notice, in order that the date Lender Parties may examine and make abstracts from such books, accounts, records and other papers for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to any Agent or the Lenders pursuant to this Agreement until or for otherwise ascertaining compliance with this Agreement and to discuss the earlier affairs, finances and condition of the Closing Borrower and the Guarantors with the officers and independent accountants of the Borrower; provided that the Borrower shall have the right to be present at any such visit or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable inspection and (ii) access to and the Books right to inspect all reports, audits and Records other internal information of the Transferred Entities’ Businesses Borrower and the Guarantors relating to environmental matters upon reasonable advance notice; provided that, excluding such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.01(f); (y) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (z) only one such time per calendar year shall be at the expense of the Borrower; provide, further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellersupon reasonable advance notice; provided, howeverfurther that, that (i) no Seller or Transferred Entity notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to violate disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any obligation document, information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of confidentiality the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to which a Seller the Administrative Agent or a Transferred Entity any Lender (or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and representatives or contractors) is prohibited by applicable law or (iiiii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be that is subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client or similar privilege of such Party or any of its Affiliates or contravene any Lawsconstitutes attorney work product. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After From the date of this Agreement hereof until the Closing Date or the earlier of the Closing or termination of this Agreement, the Sellers shall afford to Representatives of Purchasers reasonable access to cause the Books and Records of the Transferred Entities’ Businesses during normal business hours Company, consistent with applicable Law Law, to provide the Purchaser and its authorized representatives with reasonable access at all reasonable times and upon reasonable advance notice to the offices, properties, books and records (including all contracts that have been terminated or otherwise have expired) of the Company and its Subsidiaries in accordance with order for the procedures established by SellersPurchaser to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company and its Subsidiaries; provided, however, that such access does not unreasonably interfere with the normal operations of the Company (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms ofof any Leases); provided, further, that all requests for access shall be directed to directed to Xxxxxxx XxXxxxx at Xxxxxx Middle Market LLC (as representative for the Sellers) or such other person(s) as the Sellers may designate from time to time; and provided, further, that such access shall not extend to any sampling or analysis of soil, groundwater, building materials, indoor air, or other environmental media of the sort generally referred to as a “Phase II” environmental investigation. Neither the Company nor the Sellers makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 8.02, and neither the Purchaser may rely on the accuracy of any such information, in each case, other than the representations and warranties of the Sellers expressly and specifically set forth in Article V and Article VI, as qualified by the Disclosure Schedules. The information provided pursuant to this Section 8.02 will be used solely for the purpose of effecting the transactions contemplated hereby, and will be governed by all the terms and conditions of the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After Seller shall use commercially reasonable efforts to deliver, or cause to be delivered, to Purchaser, within forty-five (45) days after the Closing Date, all material files, books, records, information and data relating to the Business that are in the possession or control of the Seller Group; provided that such access shall not be construed to require the disclosure of records that would cause the waiver of any attorney-client, work product or like privilege; provided, further that in the event of any litigation nothing herein shall limit any Party’s rights of discovery under applicable Law. (b) Seller shall (and shall cause the members of the Alkali Group to), to the extent permitted by applicable Law, afford to representatives of Purchaser reasonable access to (i) from and after the date of this Agreement until to the earlier date that is five (5) years from the Closing Date, the books and records of the Closing or termination members of the Alkali Group not delivered to Purchaser under Section 6.1(a), if applicable, and (ii) from and after the date of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access Agreement to the Books and Records Closing Date, with Seller’s prior written consent (not to be unreasonably withheld), the assets, employees of the Transferred Entities’ Businesses Alkali Group, properties, facilities, data and such additional financial and operating data (and other information regarding the Alkali Group (or true, accurate and complete copies thereof) as Purchaser or such representatives may reasonably request from time to time) of the members of the Alkali Group, in each case, during normal business hours consistent with applicable Law hours, upon reasonable notice and in accordance with the reasonable procedures established by SellersSeller; provided, however, that (iA) no neither the Seller or Transferred Entity nor any member of the Alkali Group shall be required to violate any obligation of written confidentiality agreement with a third party to which a Seller or a Transferred Entity or any such member of their respective Affiliates the Alkali Group, respectively, may be subject in discharging their its obligations pursuant to this Section 5.1(a6.1(a), and ; (iiB) Sellers Seller shall make available, or cause the Transferred Entities members of the Alkali Group to make available, Transferred Entity Employee the personnel files of the employees of the Alkali Group only after the Closing Date. Any information provided ; (C) prior to Purchasers the Closing Date, Purchaser shall not conduct any sampling of soil, sediment, surface water, ground water or their Representatives in accordance with this Section 5.1 building material at, on, or otherwise pursuant to this Agreement under the Real Property or within any facility on the Real Property and (D) neither the Seller nor any member of the Alkali Group shall be held by Purchasers and their Representatives required to conduct, or assist the Purchaser in accordance withconducting, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreementany physical count of inventory. (bc) Purchasers agree Purchaser agrees that any permitted investigation undertaken by Purchasers Purchaser pursuant to the access granted under Section 5.1(a6.1(b) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entitiesmembers of the Alkali Group, and Purchasers Purchaser and their its representatives shall not communicate with any of the directors, officers or other employees of Sellers Seller or the Transferred Entities members of the Alkali Group (other than in the ordinary course of business not related to the Sale and, subject to the restrictions of Section 6.1(b), the employees of the Alkali Group) without the prior written consent of SellersSeller, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary in this Agreement, neither Sellers Seller nor any member of the Transferred Entities Alkali Group shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize or would reasonably be expected to result in the loss of the attorney-client privilege of such Party or any of its Affiliates party (provided that such information may be provided to Purchaser’s counsel on a counsel only basis) or contravene any applicable Laws. (cd) At and after the Closing to the date that is five (5) years from the Closing Date, Purchasers Purchaser shall, and shall cause their Affiliates its Subsidiaries to, afford Sellers Seller and their its representatives, during normal business hours, upon reasonable notice, full access to the books, records (excluding employee and personnel records), properties and employees of each Transferred Entity member of the Alkali Group, solely to the extent that such access relating to events, occurrences or facts arising at or prior to the Closing, as may be reasonably requested by SellersSeller, including in connection with financial statements statements, Taxes and SEC reporting obligations, in each case, during normal business hours, upon reasonable notice and in accordance with reasonable procedures established by Purchaser and its Subsidiaries; provided, however, that nothing in this Agreement shall limit Seller’s rights of discovery; provided further, however, that (i) neither Purchaser nor any member of the Alkali Group shall be required to violate any written confidentiality agreement with a third party to which Purchaser or such member of the Alkali Group, respectively, may be subject in discharging its obligations pursuant to this Section 6.1(d), (ii) Seller agrees that any permitted investigation undertaken by Seller pursuant to the access granted under this Section 6.1(d) shall be conducted in such a proceeding before manner as not to interfere unreasonably with the Independent Accounting Firm members of the Alkali Group from and after the Closing, (iii) Seller shall not conduct any sampling of soil, sediment, surface water, ground water or building material at, on, or under the Real Property or within any facility on the Real Property and (iv) neither Purchaser nor any member of the Alkali Group shall be required to conduct, or assist Seller in conducting, any physical count of inventory. Notwithstanding anything to the contrary contained in this Agreement, the Parties acknowledge and agree that, subject to Section 2.5(d)6.2, Seller may retain copies of any books and records, Contracts or any other documents or materials transferred to Purchaser as part of the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, neither Purchaser nor any member of the Purchaser Group shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would result in the loss of the attorney-client privilege of such party (provided that such information may be provided to Seller’s counsel on a counsel only basis) or contravene any applicable Laws. (de) Purchasers agree Each Party agrees to hold all the Books books and Records records of each Transferred Entity’s Business member of the Alkali Group existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by applicable Law, and thereafterprior thereto, if they desire it desires to destroy or dispose of such Books books and Recordsrecords, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersthe other Party.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or the valid termination of this Agreement, Sellers and subject to the requirements of applicable Laws, Seller shall, and shall cause the Transferred Entities to, afford to Representatives of Purchasers Purchaser reasonable access access, upon reasonable request and notice and solely for purposes of integration planning and in furtherance of the transactions contemplated by this Agreement, to the Books and Records of the Transferred Entities’ Businesses Business during normal business hours consistent with applicable Law and in accordance with the procedures reasonably established by SellersSeller to prepare the Business for transition to Purchaser at the Closing and Purchaser’s acceptance of the Business at the Closing; provided, however, that (i) no neither Seller or nor any Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a (i) make available Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Business Employee personnel files until after the Closing Date (it being understood that (A) any personnel files that do not relate to Transferred Business Employees shall not be transferred to Purchaser and (B) Seller shall only be obligated to take all reasonable efforts to make available Business Employee personnel files on or after the Closing Date) or (ii) make available medical records, workers’ compensation records, the results of any drug testing or other sensitive or personal information if doing so could reasonably be expected to result in a violation of applicable Law. Any information provided Purchaser shall indemnify and hold Seller and its Affiliates harmless against any Liabilities arising out of or relating to Purchasers any transfer requested by or their Representatives in accordance with this Section 5.1 on behalf of Purchaser or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance withits Affiliates of any such personnel files, shall be considered under, and shall be subject other than to the terms of, extent resulting solely from actions of Seller that are not taken at the Confidentiality Agreementrequest of Purchaser. (b) Purchasers agree Purchaser agrees that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives any other business of Seller or its Affiliates. Neither Purchaser nor any of its Affiliates or Representatives shall not communicate with any of the employees of Sellers Seller or any of its Affiliates, other than communications relating to the Transferred Entities terms of post-Closing employment in coordination with Seller, without the prior written consent of SellersSeller, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary in this Agreement, neither Sellers Seller nor the Transferred Entities any of its Affiliates shall be required to provide access to or disclose information whereif, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client or other applicable legal privilege or protection of such Party or any of its Affiliates party or contravene any Laws, contracts or obligation of confidentiality, or if such information concerns the valuation of the Business or the Sale Process. (c) At and after the Closing DateClosing, Purchasers Purchaser shall, and shall cause their its Affiliates to, afford Sellers Seller and their representativesits Affiliates and Representatives, during normal business hours, upon reasonable request and notice, full access to the books, records, properties and employees of each Transferred Entity and the Business (including making and retaining any copies thereof at Seller’s sole cost and expense) to the extent that such access (i) may be reasonably requested by Sellersfor reasonable business purposes, including in connection with financial statements statements, Taxes, any potential Action or investigation or regulatory matter by or before a proceeding before Governmental Entity (including in connection with the Independent Accounting Firm matters covered under Section 2.5(d5.11), SEC or other Governmental Entity reporting obligations and (ii) does not unreasonably interfere with the normal operations of the Business and any Excluded Asset, Excluded Liability or Environmental Liability for which Seller is or may be responsible; provided, that nothing in this Agreement shall limit any rights of discovery of Seller or its Affiliates. Purchaser, on the one hand, and Seller, on the other hand, shall promptly reimburse the other for such other’s reasonable and documented out-of-pocket expenses associated with requests made by such first party under this Section 5.1(c), but no other charges shall be payable by the requesting party to the other party in connection with such requests. (d) Purchasers agree Purchaser agrees to hold hold, and to cause the Transferred Entities to hold, all the Books and Records of each Transferred Entity’s Entity or the Business existing on the Closing Date and not to destroy or dispose of any thereof such Books and Records for a period of seven ten (710) years from the Closing Date or such longer period of time as may be required by Law, and thereafter, if they desire . (e) Notwithstanding anything to destroy or dispose of such Books and Recordsthe contrary herein, to offer first in writing at least sixty the extent any party is obligated to provide another party physical access to books, records, properties, or employees pursuant to this Section 5.1 or otherwise, such party may instead provide such access by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law (60including any COVID-19 Measures). (f) days Notwithstanding anything to the contrary herein, prior to such destruction the Closing, Purchaser and its Representatives shall not conduct any Phase II Environmental Site Assessment or disposition to surrender them to Sellersany sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility or property of Seller or any of its Affiliates, including the Business Real Property.

Access to Books and Records. (a) After the date of this Agreement until the earlier Closing, and subject to the requirements of applicable Laws, to the Closing or termination of this Agreementextent reasonably practicable Parent shall, Sellers and shall cause the Seller and Transferred Entities to, (i) afford to Representatives of Purchasers Purchaser reasonable access access, upon reasonable request and notice, to the Books books and Records records of the Transferred Entities’ Businesses Business (other than with respect to any Carrier Assets or Carrier Liabilities) and to the Business Owned Real Property and the Business Leased Real Property, in each case during normal business hours hours, consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a)Parent, and (ii) Sellers reasonably cooperate with Purchaser to allow Purchaser to conduct such additional due diligence (subject in all events to the last sentence of this Section 5.1(a)) of environmental matters and Environmental Conditions related to the Transferred Entities and the Business as Purchaser deems reasonably necessary to obtain additional insurance coverage with respect to breaches of the representations and warranties contained in Section 3.14; provided, that none of Parent, the Seller or Transferred Entities shall be required to make availableavailable (i) Business Employee personnel files until after the Closing Date (it being understood that any Business Employee personnel files that constitute Carrier Assets will not be transferred to the Transferred Entities) or (ii) medical records, workers’ compensation records, the results of any drug testing or cause other sensitive or personal information if doing so could reasonably be expected to result in a violation of applicable Law; and provided, further, that access under this Section 5.1(a) may be limited by Parent, the Seller or the Transferred Entities to make availablethe extent (A) reasonably necessary (x) for Parent, the Seller and Transferred Entity Employee personnel files only after Entities to comply with any applicable COVID-19 Measures or (y) for such access, in light of COVID-19 or COVID-19 Measures, not to jeopardize the Closing Date. Any information health and safety of any of Parent’s, the Seller’s or the Transferred Entities’ respective Representatives or commercial partners (provided to Purchasers or their Representatives that, in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers the case of each of clauses (x) and their Representatives in accordance with(y), shall be considered underParent shall, and shall cause the Seller and Transferred Entities to, use commercially reasonable efforts to provide such access as can be subject provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in a manner without risking the health and safety of such Persons or violating such COVID-19 Measures) or (B) any requested books and records of the Business are stored in an offsite archive location pursuant to the terms ofordinary course document storage policies of Parent and its Affiliates. Purchaser shall indemnify and hold Parent and its Affiliates harmless against any Liabilities arising out of or relating to any transfer requested by or on behalf of Purchaser or its Affiliates of any such personnel files. Notwithstanding anything to the contrary in this Agreement, prior to the Confidentiality AgreementClosing, Purchaser and its Representatives shall not conduct any Phase II Environmental Site Assessment or conduct any sampling or testing of soil, sediment, surface water, ground water or building material at, on, under or within any facility or property of Parent or any of its Affiliates, including the Business Owned Real Property and the Business Leased Real Property. (b) Purchasers agree Purchaser agrees that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, any other business of Parent or its Affiliates. Purchaser and Purchasers and their representatives its Representatives shall not communicate with any of the employees of Sellers Parent or the Transferred Entities its Affiliates without the prior written consent of SellersParent, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary in this Agreement, neither Sellers Parent nor the Transferred Entities any of its Affiliates shall be required to provide access to or disclose information whereif, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client or other applicable legal privilege or protection of such Party or any of its Affiliates party or contravene any Laws, contracts or obligation of confidentiality. (c) At Subject to the access limitations set forth in the second proviso to Section 5.1(a), at and after the Closing DateClosing, Purchasers Purchaser and the Company shall, and shall cause their Affiliates the Company’s Subsidiaries to, afford Sellers Parent and their representativesits Representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity and the Business to the extent that such access may be reasonably requested by Sellersfor reasonable business purposes, including in connection with financial statements statements, Taxes, any potential Action or investigation by or before a proceeding before Governmental Entity (including in connection with the Independent Accounting Firm matters covered under Section 2.5(d)5.11) and SEC or other Governmental Entity reporting obligations; provided, that nothing in this Agreement shall limit any rights of discovery of Parent or its Affiliates. (d) Purchasers agree Except for Tax Returns and other documents governed by Section 7.3(b), each of Purchaser and the Company agrees to hold hold, and to cause the applicable Transferred Entities to hold, all the Books books and Records records of each Transferred Entity’s Entity or the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven ten (710) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire any of them desires to destroy or dispose of such Books books and Recordsrecords, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersParent.

Access to Books and Records. (a) After From the date of this Agreement hereof until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full the Company shall provide Buyer and its authorized representatives (“Buyer’s Representatives”) with access as reasonably requested by Buyer to the booksoffices, recordspersonnel, properties advisors, properties, books and employees records of each Transferred Entity the Company and its Subsidiaries to the extent relating to the transition of the Company’s business to Buyer; provided that such access does not unreasonably interfere with the normal operations of the Company; provided further that all requests for such access shall be directed to Xxxxxxx Stocks at Xxxxxxxxx & Company, Inc. or such other Person as the Company may designate in writing from time to time. To the extent the Company reasonably believes in good faith that disclosure of information to Buyer otherwise required by this Agreement would result in the loss of the attorney client privilege, the Company shall inform Buyer that it is not disclosing information to Buyer based on such concern but the Company shall disclose all information related thereto that the Company can disclose without the loss of such privilege as advised by counsel. The Company shall promptly and, in any event, before Closing, enter into a joint defense agreement with Buyer to allow for disclosure of such privileged information, such agreement in form and substance mutually agreed upon by Buyer and the Company acting reasonably in good faith. Neither the Company nor Seller make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.02, and Buyer may not rely on the accuracy of any such information, in each case other than as expressly set forth in Seller’s and the Company’s representations and warranties contained in Article III and Article IV and as provided in Section 6.07. The information provided pursuant to this Section 6.02 will be reasonably requested used solely for the purpose of effecting the transactions contemplated hereby, and will be governed by Sellersall the terms and conditions of the Confidentiality Agreement, including in connection with financial statements or a proceeding before dated May 13, 2008, by and between Seller and Code Xxxxxxxx & Xxxxxxx LLC (as amended, modified and supplemented from time to time, including, without limitation, all addendums, the Independent Accounting Firm under Section 2.5(d“Confidentiality Agreement”). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After From and after the date of this Agreement Closing until the earlier fifth (5th) anniversary hereof, the Buyer shall, and shall cause all members of the Closing or termination of this AgreementCompany Group to, Sellers shall afford to provide the Seller and its authorized Representatives of Purchasers with reasonable access to (for the Books purpose of examining and Records of copying, in each case at the Transferred Entities’ Businesses Seller’s expense), during normal business hours consistent with applicable Law and upon reasonable notice and in accordance with the reasonable procedures established by SellersBuyer (including the execution of customary hold harmless and confidentiality access letters), to the books and records of the Company Group with respect to periods prior to the Closing Date solely in connection with the preparation of financial statements, Taxes, including the preparation of any Tax Return or conduct of any Tax proceeding (other than any proceeding between or among the Parties), and any financial reporting obligations required by applicable Law or otherwise in connection with bona fide regulatory or litigation matters; provided, however, that (i) no Seller or Transferred Entity any such access shall be required conducted in a manner not to violate any obligation unreasonably interfere with the businesses or operations of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), the Company Group and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding notwithstanding anything to the contrary in this Agreement, neither Sellers nor none of the Transferred Entities Buyer or its Affiliates (including the Company Group after the Closing) shall be required to provide access disclose any information to the Seller or disclose information where, upon its authorized Representatives if doing so would (x) violate any Contract or any Law to which the advice of counsel, such access Buyer or disclosure would jeopardize its Affiliates (including the Company Group after the Closing) are or will be a party or to which the Buyer or its Affiliates or Subsidiaries (including the Company Group after the Closing) is subject or (y) compromise any attorney-client or other similar privilege, but, in each case of the foregoing clauses (x) and (y), the Buyer shall, and shall after the Closing cause each member of the Company Group to, use reasonable best efforts to provide such information in a way so as not to jeopardize such attorney client-privilege of such Party or any of its Affiliates similar privilege or contravene any Laws. applicable Contract or Laws if requested by the Seller; provided, further, that if the parties hereto are in an adversarial relationship in litigation or arbitration, the access provided by this Section 7.14 shall be superseded by the applicable rules relating to discovery. Unless otherwise consented to in writing by the Seller, the Buyer shall not permit the Company Group, for a period of five (c5) At and after years following the Closing Date, Purchasers shallto destroy or otherwise dispose of any material books and records related to financial or Tax matters of the Company Group, and shall cause their Affiliates toor any portions thereof, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access relating to the books, records, properties and employees of each Transferred Entity periods prior to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date without first giving reasonable prior written notice to the Seller and not offering to destroy or dispose of any thereof for a period of seven (7) years from surrender to the Closing Date Seller such books and records or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersportions thereof.

Access to Books and Records. (a) After From the date of this Agreement hereof until the earlier of the Closing or termination of this AgreementAgreement and the Closing Date, Sellers the Company shall afford provide Parent and its authorized representatives (the "Parent's Representatives") with reasonable access to, during normal business hours, and upon reasonable notice, the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies in order for Parent to Representatives have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of Purchasers the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Books Company's and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law any Subsidiaries' customers and in accordance with the procedures established by Sellerssuppliers; provided, however, that (ia) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to exercising access rights under this Section 5.1(a)5.02, Parent and (ii) Sellers Parent's Representatives shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall not be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation conduct of the Business by Sellers or the Transferred Entitiesbusiness of any Group Company, and Purchasers and their representatives shall not communicate with (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of the employees of Sellers or the Transferred Entities without the prior written consent of Sellersany information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary in this Agreementcontrary, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such no access or disclosure would jeopardize examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the attorney-client privilege of such Party or conditions to Closing set forth in Section 7.01(a). If the Company, any of its Affiliates Subsidiaries or contravene any Laws. (c) At and after controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Closing Date, Purchasers Company shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested permitted by Sellers, including in connection with financial statements applicable Law or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy rules or dispose regulations of any thereof for a period of seven (7) years from stock exchange, promptly notify Parent in writing and shall disclose, or cause the Closing Date or such longer time as may be required by Lawdisclosing party to disclose, and thereafter, if they desire to destroy or dispose only that portion of such Books and Recordsinformation which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to offer first in writing at least sixty (60) days prior obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such destruction or disposition to surrender them to Sellersinformation.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At On and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representativesClosing, during normal business hours, upon the Sellers will permit Purchaser and its auditors, through its authorized representatives, to have reasonable notice, full access to and examine and make copies of all books and records of the Sellers relating to the Targeted Businesses which are not delivered to Purchaser pursuant hereto (including correspondence, memoranda, books of account and the like) and relating to events occurring prior to the date hereof and to transactions or events occurring prior to the date hereof. (b) Purchaser shall cooperate with the Sellers and make available to the Sellers such documents, books, records, properties records or information transferred to Purchaser and employees relating to activities of each Transferred Entity the Targeted Businesses or the Sellers prior to the extent that such access Closing as the Sellers may be reasonably requested by Sellers, including require after the Closing in connection with financial statements any tax determination or a proceeding before contractual obligations to third parties or to defend or prepare for the Independent Accounting Firm under Section 2.5(d)defense of any claim against the Sellers or to prosecute or prepare for the prosecution of claims against third parties by the Sellers relating to the conduct of the business of the Targeted Businesses by the Sellers prior to the Closing or in connection with any governmental investigation of the Sellers or any of their Affiliates. (dc) Purchasers agree Each party will direct its employees to hold all render any assistance which the Books and Records of other party may reasonably request in examining or utilizing records referred to in this section, provided that each Transferred Entity’s Business existing on party shall be reimbursed by the Closing Date and other for any out-of-pocket expenses which it may incur in rendering the services provided for in this section. Each party agrees not to destroy any files or dispose records which are subject to this section without giving reasonable notice to the other, and within fifteen days of any thereof for a period receipt of seven (7) years such notice, such other party may cause to be delivered to it the records intended to be destroyed, at such other party's expense. Each party shall treat all information received from the Closing Date or such longer time other parties pursuant to this Agreement with at least the same care as may be required by Lawit treats its own confidential information, and thereafterwill not disclose such information to third parties without the written consent of the party providing such information (or if disclosure is required under applicable law, if they desire without providing reasonable prior written notice to destroy or dispose of the party providing such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersinformation).

Access to Books and Records. (a) After During the date of this Agreement until the earlier of the Closing or termination of this AgreementInterim Period, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours extent consistent with applicable Law Law, Seller shall, and Seller shall cause each Acquired Company to, provide Purchaser and its authorized representatives with reasonable access at reasonable times and upon reasonable advance notice to the offices, properties, personnel, books and records of the Acquired Companies in accordance order for Purchaser to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Acquired Companies; provided, that such access does not unreasonably interfere with the procedures established normal operations of the Acquired Companies. Neither the Acquired Companies nor Seller makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.5, and Purchaser may not rely on the accuracy of any such information, other than the representations and warranties of the Acquired Companies expressly and specifically set forth in Article IV, as qualified by Sellersthe Disclosure Schedule. Following the Closing, Seller shall, at the reasonable request of Purchaser, reasonably cooperate with Purchaser in providing information regarding the Acquired Companies, and, to the extent information regarding the Acquired Companies is held by Seller, provide such information to Purchaser, to the extent necessary for Purchaser to prepare and file filings required to be made by Purchaser under the Exchange Act, including pursuant to Form 8-K and any financial statements required in connection therewith; provided, however, that (i) no Seller or Transferred Entity such cooperation shall be required provided at no out-of-pocket cost or expense to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to unreasonably interfere unreasonably with the operation normal operations of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party Seller or any of its Affiliates or contravene any LawsAffiliates. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After The Seller agrees to cooperate with the date Buyer and make available to the Buyer, and permit the Buyer to make copies of, all books and records of the Seller relating to the VECTRA Waste Business which are not delivered to the Buyer pursuant to this Agreement until (including, but not limited to, correspondence, memoranda, books of account and the earlier of the Closing or termination of this Agreement, Sellers shall afford like) and relating to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required events occurring prior to violate any obligation of confidentiality the Closing and relating to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), the VECTRA Waste Business and (ii) Sellers shall transactions or events occurring subsequent to the Closing which are related to or arise out of transactions or events occurring prior to the Closing and relating to the VECTRA Waste Business. (b) The Buyer agrees to cooperate with the Seller and to make availableavailable to the Seller, and permit the Seller to make copies of, such documents, books, records or information relating to the Acquired Waste Business Assets or the VECTRA Waste Business prior to the Closing as the Seller may reasonably require after the Closing in connection with any tax determination, matter or claim or contractual obligations to third parties, or cause to defend or prepare for the Transferred Entities defense of any claim against the Seller or to make availableprosecute or prepare for the prosecution of claims against third parties by the Seller relating to the conduct by the Seller of the VECTRA Waste Business or in connection with any governmental investigation of the Seller. (c) The Buyer and the Seller will each direct its employees to render any assistance which the other party may reasonably request in examining or utilizing records referred to in this Section 7.5, Transferred Entity Employee provided that each party shall be reimbursed by the other for any out-of-pocket expenses which it may incur in rendering the services provided for in this Section 7.5. In addition, to the extent that any records referred to in this Section 7.5 retained by the Seller and any records referred to in this Section 7.5 transferred to the Buyer are located in the same third-party storage facilities, the Buyer and the Seller shall enter into mutually acceptable arrangements regarding the sharing of costs, security procedures and similar matters. In addition, to the extent that either the Buyer or the Seller concludes at any time more than sixty (60) days after the Closing Date in its reasonable judgment that its personnel have been devoting significantly more time providing the services referred to in paragraph (a) or paragraph (b) above than the personnel of the other party, the Buyer and the Seller will agree on mutually acceptable reimbursement provisions to reflect such disparity. (d) The Buyer and the Seller each agrees to preserve and protect all books, records, files only and data referred to in Section 1.1(j), paragraph (a) above or paragraph (b) above for a period of two (2) years after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers During such period the Buyer and their Representatives in accordance with, shall be considered under, and shall be subject the Seller will not destroy any such records without giving at least thirty (30) days' notice to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in other party. Upon receipt of such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counselnotice, such access other party may (i) cause to be delivered to it the records intended to be destroyed, at such other party's expense or disclosure would jeopardize (ii) notify the attorney-client privilege first party that such other party will pay the cost of storing and maintaining such books and records (including any necessary costs of moving such books and records to a location under control of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(dother party). (de) Purchasers agree The Seller will keep all information referred to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersthis Section 7.5 confidential in accordance with Section 10.1.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers The Ceding Company shall afford to Representatives of Purchasers reasonable access to maintain the Books and Records (a) in accordance with any and all Applicable Law and (b) with a degree of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law care and diligence similar to that used for its other businesses for its own account and in accordance with its internal record retention procedures and policies of its other businesses. The Reinsurer and its Representatives shall have the procedures established by Sellersright to inspect, audit and make copies of, not more than once per calendar year (or (i) in the event the Ceding Company is in breach of its obligations under Article VII, not more than once per calendar quarter, upon delivery of notice from the Reinsurer to the Ceding Company of the alleged breach, together with reasonable supporting detail in respect thereof and (ii) with respect to the Reinsurer’s right to audit and inspect the Ceding Company’s compliance with Section 2.09, not more than twice per calendar year (but in the event the Ceding Company is in breach of its obligations under Section 2.09, not more than once per calendar quarter, upon delivery of notice from the Reinsurer to the Ceding Company of the alleged breach, together with reasonable supporting detail in respect thereof)), at reasonable times and upon reasonable prior notice, the Books and Records in the possession, custody or control of the Ceding Company, its Affiliates and its or their respective Representatives and access to appropriate personnel of the Ceding Company, its Affiliates and its and their Representatives; provided, however, that (i) no Seller or Transferred Entity such access shall be required to violate any obligation not unreasonably interfere with the business and operations of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject the Ceding Company. The Reinsurer shall bear its own expenses in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance connection with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, such access and shall be subject promptly reimburse the Ceding Company for any reasonable out-of-pocket expenses incurred by the Ceding Company in connection with such access by the Reinsurer and its Representatives. Without limiting the foregoing, at least once annually upon the Reinsurer’s request the Ceding Company will hold servicing and administration review calls with the Reinsurer to discuss material issues (if any) that have arisen with respect to the terms of, servicing of the Confidentiality AgreementReinsured Policies. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant Notwithstanding anything herein to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with contrary, the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives Ceding Company shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything be obligated to make available to the contrary Reinsurer any original papers or other books, records or documents to the extent that the Ceding Company determines, in this Agreementits reasonable judgment, neither Sellers nor the Transferred Entities shall be required to provide access to that doing so would violate Applicable Law or disclose information where, upon the advice of counsel, such access a contract or disclosure would jeopardize the protection of an attorney-client privilege of privilege; it being understood that the Ceding Company shall use commercially reasonable efforts to enable such Party information to be made available to the Reinsurer (including redacting information) without contravening such Applicable Law or any of its Affiliates contract or contravene any Lawsjeopardizing such privilege. (c) At The Reinsurer shall not use any information obtained pursuant to this Section 6.02 for any purpose not relating to this Agreement, the Trust Agreement, the Master Transaction Agreement, the amended and after restated letter agreement, dated as of the Closing Datedate hereof, Purchasers shall, by and shall cause their Affiliates to, afford Sellers between the Reinsurer and their representatives, during normal business hours, upon reasonable notice, full access to Provident Life and Casualty Insurance Company or the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d)reinsurance provided hereunder. (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After Until the date later of this Agreement until the earlier tenth anniversary of the Closing or termination such longer period as may be required by any Governmental Entity or requested by Seller in connection with any Litigation Matter (provided that Seller shall give Buyer 30 days’ notice prior to such tenth anniversary of any such request), Buyer and its Affiliates shall afford promptly to Seller and its Affiliates and their respective Representatives access to the books and records, officers, employees, auditors and other advisors of the Transferred Companies relating to periods prior to and including the Closing Date to the extent reasonably required by Seller to enable it and its auditors to prepare (at Seller’s sole cost and expense) an audited consolidated balance sheet of the Company as of the Closing Date prepared in accordance with IFRS and for any other lawful business purpose relating to Seller’s prior ownership of the Transferred Companies, whether or not related to this Agreement, Sellers shall afford to Representatives including any claims made by or against Seller or any of Purchasers reasonable access its Affiliates, whether involving any Governmental Entity or third party (including, in respect to the Books and Records Litigation Matters set forth in Section 9.1(a) of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law Disclosure Schedule and in accordance with any other Litigation Matters described below (collectively, the procedures established by Sellers“Seller Litigation Matters”), disputes, compliance, financial reporting (including financial audits of historical information), regulatory, Tax and accounting matters; provided, however, that (i) no Seller or Transferred Entity access to books and records relating to Taxes shall be required to violate any obligation of confidentiality to which a governed exclusively by Section 10.6. Seller or a Transferred Entity or any of their respective and its Affiliates may be subject retain copies of all information and records relating to the Seller Litigation Matters, to the extent reasonably necessary as determined by Seller in discharging their obligations pursuant to this Section 5.1(a), its sole discretion. Buyer and its Affiliates (ii) Sellers shall make available, or cause including the Transferred Entities to make available, Transferred Entity Employee personnel files only Companies after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers ) and their Representatives and counsel will use commercially reasonable efforts to neither dispose of nor destroy any of the books and records delivered to Buyer in accordance withconnection with the Closing or the Seller Litigation Matters without first offering to turn over possession thereof to Seller, shall be considered underby written notice to Seller to the extent practicable at least 30 days prior to the proposed date of such disposition or destruction. Buyer shall, and shall be subject cause the Transferred Companies to, implement an internal process to ensure the deletion of all data relating to Seller or its Affiliates from any computers, hard drives or other similar electronic devices prior to disposing of any such device, and such internal process shall conform in all material respects to the terms ofinternal process currently in place at the Transferred Companies for deletion of data prior to disposition of such devices; provided, however, for the Confidentiality Agreementavoidance of doubt, that such deletion shall be made only after assurance that any such data relating to Seller or its Affiliates is retained by the Buyer or the Transferred Companies. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At From and after the Closing Date, Purchasers shall, Buyer shall reasonably cooperate (and shall cause the Transferred Companies to cooperate) with Seller in the defense or prosecution of any Litigation Matter whether instituted or threatened before or after the Closing Date against, by or on behalf of Seller, including any Litigation Matters against Seller’s Affiliates, officers, directors, or employees, relating to or arising out of the conduct of the business of Seller or any of its Affiliates prior to or after the Closing Date (including without limitation the Seller Litigation Matters, and other than litigation among Seller and Buyer and/or their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to arising out of the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested transactions contemplated by Sellers, including this Agreement). Cooperation in connection with financial statements any such Litigation Matters shall include making any employee or former employee of the Seller or any of its Affiliates employed by a Transferred Company or Buyer available (upon reasonable notice and without unreasonably interfering with his or her professional obligations); to meet with Seller and its Affiliates and Representatives, regarding any matters in which he or she has been involved; to help Seller prepare for any proceeding before the Independent Accounting Firm under (including, without limitation, depositions, consultation, discovery or trial); to provide truthful affidavits; and to assist with any audit, inspection, proceeding, investigation or other inquiry. Seller shall reimburse Buyer for any reasonable documented expenses incurred in providing such cooperation. For purposes of this Section 2.5(d)5.5, “Litigation Matter” means any litigation, compliant, hearing, indictment, settlement, audit, claim, action, suit or proceeding, demand, grievance, citation, summons, subpoena, charge, inquiry, arbitral action, governmental inquiry, criminal prosecution or other investigation. (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After Subject to Section 7.05, from the date of this Agreement hereof until the earlier of the Closing or termination of this AgreementAgreement and the Closing Date, Sellers the Company shall afford to provide the Parent and the Merger Sub and their respective authorized Representatives of Purchasers (the “Parent’s Representatives”) with reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law hours, and upon reasonable notice, to the offices, properties, senior personnel, and all books and records of the Group Companies in accordance order for the Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the procedures established by Sellersconsummation of the transactions contemplated hereby; provided, however, that (ia) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to exercising access rights under this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of6.02, the Confidentiality Agreement. (b) Purchasers agree that any Parent and the Parent’s Representatives shall not be permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation conduct of the Business business of any Group Company and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a “clean team” by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of Parent (which Persons must be reasonably acceptable to the employees of Sellers or the Transferred Entities without the prior written consent of SellersCompany). Notwithstanding anything herein to the contrary in this Agreementcontrary, neither Sellers nor the Transferred Entities no such access or examination shall be required permitted to provide access the extent that it would require any Group Company to or disclose information where, which it has reasonably determined upon the advice of counsel, such access or disclosure would jeopardize counsel could result in the loss of the ability to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the Group Companies shall reasonably cooperate in good faith to enable the Parent to have permissible access to such information in a manner that would not result in loss of such Party privilege, conflict with such confidentiality obligations or any violation of its Affiliates or contravene any Laws. (c) At the Law and, in the case of confidentiality obligations to a third party, if requested by the Parent, shall use reasonable efforts to secure applicable consents of the applicable third party to permit such disclosure, in each case, at the Parent’s sole cost and after expense. The Parent and the Closing DateMerger Sub each acknowledges that it is and remains bound by the Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Purchasers shallGenstar Capital Partners, LLC, and shall cause their Affiliates tocertain other parties, afford Sellers and their representativesdated January 17, during normal business hours, upon reasonable notice, full access to 2018 (the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d“Confidentiality Agreement”). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After From the date of this Agreement until the earlier of to the Closing Date, Trimble and the Company shall, and shall cause the other Transferred Subsidiaries or termination other Subsidiaries of this AgreementTrimble that own any Business Assets or operate the Business to, Sellers shall to the extent permitted by applicable Law, afford to Representatives of Purchasers AGCO reasonable access to the Books books, records (including employee and Records personnel records), properties, assets (including, for the avoidance of doubt, the Transferred Entities’ Businesses Covered Contracts) and employees, in each case to the extent related to the Company, the Business, the Business Assets or the Assumed Liabilities, during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellershours, upon reasonable advance written notice; provided, however, that prior to the Closing, AGCO shall not have the right and shall not conduct any environmental testing or sampling, and shall not conduct any subsurface, soil, water, ground water or other testing or sampling, pursuant to such access without receiving Xxxxxxx’x prior written consent therefor (i) no Seller which shall not be unreasonably withheld, conditioned or delayed); provided, further, that none of Trimble, the Transferred Entity Subsidiaries or other Subsidiaries of Trimble that owns any Business Assets or operate the Business shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates Person may be subject in discharging their its obligations pursuant to this Section 5.1(a7.1(a); provided, further, that Trimble and (ii) Sellers AGCO shall make available, or cause the Transferred Entities cooperate in seeking to make available, Transferred Entity Employee personnel files only after the Closing Date. Any find a way to allow disclosure of as much of such information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject as is reasonably practicable to the terms of, extent doing so would not (in the Confidentiality Agreementgood faith belief of Trimble) be likely to result in the violation of any such confidentiality obligation. (b) Purchasers agree AGCO agrees that any permitted investigation undertaken by Purchasers AGCO pursuant to the access granted under Section 5.1(a7.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business or any retained business of the Trimble Group by Sellers Trimble or its Subsidiaries (including the Transferred EntitiesCompany), and Purchasers AGCO and their representatives its Representatives shall not communicate with any of the employees of Sellers or the Transferred Entities not, without the prior written consent of SellersTrimble (not to be unreasonably withheld, conditioned or delayed) (i) communicate with any of the directors, officers or other employees of Trimble or any of its Subsidiaries or (ii) communicate with any customers, vendors or clients of the Business, in each case, solely with respect to the Business or the transactions contemplated by this Agreement or the Ancillary Agreements (for the avoidance of doubt, excluding any communications with customers, vendors or clients of the Business in the ordinary course of Business of AGCO and its Affiliates that are unrelated to the transactions contemplated by this Agreement or the Ancillary Agreement). Notwithstanding anything to the contrary in this Agreement, neither Sellers nor none of the Transferred Entities Company, Trimble or any of their respective Subsidiaries shall be required to provide access to or disclose information pursuant to Section 7.1(a), that (x) where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or contravene any applicable Law, (y) is related to Xxxxxxx’x or the Company’s evaluation or consideration of the transactions contemplated hereby or (z) constitutes a Trade Secret; provided, that, if there is any limit to AGCO’s right to access or information pursuant to clause (x) or (z) of this Section 7.1(b), Trimble shall use its reasonable best efforts to develop an alternative to providing such access or information to AGCO so as to address such lack of access or information in a manner reasonably acceptable to AGCO. Notwithstanding the foregoing, auditors and accountants of Trimble and the Company or any of its Affiliates their Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access in form and substance reasonably acceptable to such auditors or contravene any Lawsaccountants. (c) At and after From the date of this Agreement to the Closing Date, Purchasers AGCO shall, and shall cause their Affiliates the JCA Entities and its Subsidiaries to, to the extent permitted by applicable Law, afford Sellers to Representatives of Trimble reasonable access to the relevant portions of books, records (including employee and personnel records), properties and employees, in each case to the extent related to the JCA Entities, during normal business hours, upon reasonable advance written notice; provided, however, that Trimble shall not have the right and shall not conduct any environmental testing or sampling and shall not conduct any subsurface, soil, water, ground water or other testing or sampling, without receiving AGCO’s prior written consent therefor (to be given or withheld in AGCO’s sole discretion for any reason or no reason); provided, further, that none of AGCO Group or any of the JCA Entities shall be required to violate any obligation of confidentiality to which AGCO or any of the JCA Entities may be subject in discharging its obligations pursuant to this Section 7.1(c); provided, further, that AGCO and Trimble shall cooperate in seeking to find a way to allow disclosure of as much of such information as is reasonably practicable to the extent doing so would not (in the good faith belief of AGCO) be likely to result in the violation of any such confidentiality obligation. (d) Trimble agrees that any permitted investigation undertaken by Trimble pursuant to the access granted under Section 7.1(c) shall be conducted in such a manner as not to interfere unreasonably with the operation of the JCA Entities, and Trimble and its Representatives shall not, without the prior written consent of AGCO (not to be unreasonably withheld, conditioned or delayed) (i) communicate with any of the directors, officers or other employees of AGCO or any of its Subsidiaries or (ii) communicate with any customers, vendors or clients of the JCA Entities, in each case, solely with respect to the JCA Entities or the transactions contemplated by this Agreement or the Ancillary Agreements (for the avoidance of doubt, excluding any communications with customers, vendors or clients of the JCA Entities in the ordinary course of Business of Trimble and its Affiliates that are unrelated to the transactions contemplated by this Agreement or the Ancillary Agreement). Notwithstanding anything to the contrary in this Agreement, neither AGCO nor any of their representativesrespective Subsidiaries shall be required to provide access to or disclose information pursuant to Section 7.1(c), that (x) where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or contravene any applicable Law, (y) is related to AGCO’s evaluation or consideration of the transactions contemplated hereby or (z) constitutes a Trade Secret; provided, that, if there is any limit to Xxxxxxx’x right to access or information pursuant to clause (x) or (z) of this Section 7.1(d), AGCO shall use its reasonable best efforts to develop an alternative to providing such access or information to Trimble so as to address such lack of access or information in a manner reasonably acceptable to Trimble. Notwithstanding the foregoing, auditors and accountants of AGCO or any of its Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access in form and substance reasonably acceptable to such auditors or accountants. (e) For six (6) years from the Closing Date, the Company shall, to the extent permitted by applicable Law, afford to Representatives of Trimble reasonable access to the relevant portions of books and records of the Business and the Company Group during normal business hours, upon reasonable notice, full in connection with (i) the preparation of financial statements and SEC reporting obligations or (ii) the defense or assertion of claims against third parties (other than the Company Group and its Subsidiaries); provided, however, that (x) the Company Group shall not be required to violate any written confidentiality agreement with a third party to which the Company or its Subsidiaries may be subject in discharging its obligations under this Section 7.1 (provided, that the Company Group shall not enter into any written confidentiality agreement with a third party which would prohibit the Company from otherwise complying with its obligations under this Section 7.1) and (y) Trimble agrees that any permitted investigation undertaken by Trimble pursuant to the access granted under this Section 7.1 shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business by the Company from and after the Closing. Notwithstanding the foregoing, (i) neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information pursuant to this Section 7.1(e) where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any applicable Laws, and (ii) auditors and accountants of the Company or any of its Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access in form and substance reasonably acceptable to such auditors or accountants. (f) For six (6) years from the Closing Date, Trimble shall, to the extent permitted by applicable Law, afford to Representatives of the Company reasonable access to the relevant portions of books, records (including employee and personnel records), properties and employees of each Transferred Entity of, or related to, the Business and (to the extent that such access may be reasonably requested by Sellersrelated to the Business) Trimble during normal business hours, including upon reasonable notice, in connection with (i) the preparation of financial statements and SEC reporting obligations or (ii) the defense or assertion of claims against third parties (other than Trimble and its Subsidiaries); provided, however, that (x) Trimble shall not be required to violate any written confidentiality agreement with a proceeding before third party to which Trimble or its Subsidiaries may be subject in discharging its obligations under this Section 7.1 and (y) the Independent Accounting Firm Company agrees that any permitted investigation undertaken by the Company pursuant to the access granted under this Section 2.5(d)7.1(f) shall be conducted in such a manner as not to unreasonably interfere with Xxxxxxx’x business operations from and after the Closing; provided, further, that Trimble on the one hand and the Company on the other hand shall cooperate in seeking to find a way to allow disclosure of as much of such information as is reasonably practicable to the extent doing so would not (in the good faith belief of Trimble) be likely to result in the violation of any such confidentiality obligation. Notwithstanding the foregoing, (i) neither Trimble nor any of its Subsidiaries shall be required to provide access to or disclose information pursuant to this Section 7.1(f) where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of Trimble or any of its Subsidiaries or contravene any applicable Laws, and (ii) auditors and accountants of Trimble or any of its Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access in form and substance reasonably acceptable to such auditors or accountants. (dg) Purchasers agree The Company agrees to hold all the Books books and Records records of each Transferred Entity’s Business existing on the Closing Date Company and not to destroy or dispose of any thereof (subject to the Company’s ordinary course document retention policies) for a period of seven six (76) years from the Closing Date or such longer time as may be required by applicable Law, . Trimble agrees to hold all the books and thereafter, if they desire records relating to the Business existing on the Closing Date but not transferred to the Company and not to destroy or dispose of any thereof (subject to the Company’s ordinary course document retention policies) for a period of six (6) years from the Closing Date or such Books longer time as may be required by applicable Law. AGCO agrees to hold all the books and Records, records relating to offer first in writing at least sixty the JCA Business or the JCA Entities existing on the Closing Date but not transferred to the Company and not to destroy or dispose of any thereof for a period of six (606) days prior to years from the Closing Date or such destruction or disposition to surrender them to Sellerslonger time as may be required by applicable Law.

Access to Books and Records. From and after the Closing, (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers Buyer shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shallafford, and shall cause their its Affiliates to(including the Acquired Companies and the Acquired Company Subsidiaries) to afford, afford to Sellers and any Affiliates of Sellers, and their respective counsel and accountants and other representatives, during normal business hours, upon reasonable notice, full access to inspect, audit and take copies of the booksbooks and records of the Acquired Companies and the Acquired Company Subsidiaries with respect to the period prior to the Closing Date and (b) Buyer shall cause, recordsand shall cause its Affiliates to cause, properties its employees to cooperate, to the fullest extent practicable, with Sellers and employees of their Affiliates, in each Transferred Entity case with respect to the foregoing clauses (a) and (b), to the extent that such access may be reasonably requested required by Sellers or any Affiliate of Sellers, including the investigation, defense, prosecution, litigation and final disposition of any claims (including indemnification claims by Sellers or their Affiliates pursuant to the Ohio Casualty Agreement or the Zurich Agreement and any matters with respect to which Sellers are providing indemnification to any Buyer Indemnified Party pursuant to this Agreement or any Ancillary Document) that might have been or might be made by or against Sellers or any Affiliate of Sellers in connection with financial statements the business of the Acquired Companies and the Acquired Company Subsidiaries. Such cooperation shall include, without limitation, the execution of affidavits, appearances, testimony and production of documents pursuant to federal and state criminal and civil subpoenas, depositions, interrogatories and other requests. Buyer shall not, and shall cause its Affiliates not to, dispose of, alter or a proceeding before destroy any such books and records until the Independent Accounting Firm under Section 2.5(d). later of (di) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from after the Closing Date or such longer time as may be required by LawDate, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least (ii) sixty (60) days prior after giving written notice to Sellers which notice shall permit Sellers, at their expense, to examine, duplicate or repossess such destruction books and records and (iii) the time specified in the applicable Insurance Company’s record retention guidelines as in effect on the date hereof. Notwithstanding the foregoing, this Section 4.7 shall not apply to the Tax Returns and other materials covered by Section 9.6. Sellers shall maintain and shall cause their Affiliates to maintain, the confidentiality of any documents or disposition information provided pursuant to surrender them this Section 4.7 that are subject to Sellersan attorney-client or other legal privilege or subject to an obligation of confidentiality or privacy.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall Seller shall, upon the reasonable request of IPH, afford to Representatives representatives of Purchasers IPH, including prospective financing sources, reasonable access to the Books employees, properties, books and Records records of the Transferred Entities’ Businesses Company and its Subsidiaries during normal business hours consistent with applicable Law and in accordance with the reasonable procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing DateSeller. Any information provided to Purchasers IPH or their Representatives its representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers IPH and their Representatives its representatives in accordance with, shall be considered “Evaluation Material” under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to . Notwithstanding the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entitiesforegoing, and Purchasers and their representatives Seller shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to any books and records, data or disclose other information wherethe disclosure of which would (i) unreasonably disrupt the operations of the Company or any of its Subsidiaries; (ii) cause a violation of any agreement to which the Company or any of its Subsidiaries is a party; or (iii) in the reasonable opinion of counsel to Seller, upon result in the advice loss of counsel, such access or disclosure would jeopardize the any existing attorney-client privilege of with respect to such Party books and records, data or other information or violate any Law to which Seller or any of its Affiliates Subsidiaries, or contravene any Lawsof its or their respective properties, rights or assets, is subject (provided that the parties hereto will cooperate to make appropriate substitute disclosure arrangements, or seek appropriate waivers or consents, under circumstances in which the restrictions of this sentence apply). (cb) At and after the Closing DateClosing, Purchasers IPH shall, and shall cause their Affiliates its Subsidiaries to, afford Sellers Seller and their its representatives, during normal business hours, upon reasonable notice, full reasonable access to the books, records, Environmental Records, properties and employees of each the Transferred Entity Company and its Subsidiaries to the extent that such access may be reasonably requested by SellersSeller, including in connection with financial statements and SEC reporting obligations or a proceeding before in the Independent Accounting Firm event of litigation; provided, however, that nothing in this Agreement shall limit any of Seller’s rights of discovery. Notwithstanding the foregoing, IPH shall not be required to provide access to any books and records, data or other information the disclosure of which would, in the reasonable opinion of counsel to IPH, result in the loss of any existing attorney-client privilege with respect to such books and records, data or other information or violate any Law to which IPH, the Transferred Company or any of its Subsidiaries, or any of its or their respective properties, rights or assets, is subject (provided that the parties hereto will cooperate to make appropriate substitute disclosure arrangements, or seek appropriate waivers or consents, under Section 2.5(dcircumstances in which the restrictions of this sentence apply). At and after the Closing, Seller shall, and shall cause its Subsidiaries to, afford IPH and its representatives, during normal business hours, upon reasonable notice, reasonable access to the books, records, Environmental Records, properties and employees of Seller and its Subsidiaries to the extent they relate to the Transferred Company and its Subsidiaries to the extent that such access may be reasonably requested by IPH, including in connection with insurance loss and claim data, financial statements and SEC reporting obligations or in the event of litigation; provided, however, that nothing in this Agreement shall limit any of IPH’s rights of discovery. Notwithstanding the foregoing, Seller shall not be required to provide access to any books and records, data or other information the disclosure of which would, in the reasonable opinion of counsel to Seller, result in the loss of any existing attorney-client privilege with respect to such books and records, data or other information or violate any Law to which Seller or any of its Subsidiaries, or any of its or their respective properties, rights or assets, is subject (provided that the parties hereto will cooperate to make appropriate substitute disclosure arrangements, or seek appropriate waivers or consents, under circumstances in which the restrictions of this sentence apply). (dc) Purchasers agree IPH agrees to hold all the Books books and Records records of each the Transferred Entity’s Business Company and its Subsidiaries existing on the Closing Date that are in the possession of the Transferred Company and its Subsidiaries and not to destroy or dispose of any thereof for a period of seven (7) 10 years from the Closing Date or such longer time as may be required by Law; provided, and thereafterhowever, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) that no later than 30 days prior to such destruction or disposition disposition, Seller may request in writing copies of all books and records of the Transferred Company and its Subsidiaries existing on the Closing Date. (d) In furtherance and not in limitation of the foregoing Section 5.1(a), at any time and from time to surrender them time after the date hereof, Seller will allow, and will cause the Transferred Company and its Subsidiaries to Sellersallow, IPH and its representatives reasonable access to the Derivative Products trading operations of the Transferred Company and its Subsidiaries and their respective books and records, and will cooperate with IPH to develop appropriate procedures to permit IPH and its approved representatives (such approval by Seller not to be unreasonably withheld, delayed or conditioned) to monitor the aggregate net positions in the Derivative Products trading portfolio of the Transferred Company and its Subsidiaries, subject to the other terms of this Agreement, the terms of the Confidentiality Agreement and applicable Laws. IPH shall have the right to appoint an individual who will exercise the rights granted to IPH pursuant to this Section 5.1(d) and as further set forth on Section 5.1(d) of the IPH Disclosure Schedule. No information made available to IPH, its monitor, or any other individual or entity pursuant to this Section 5.1 shall be made available to any employee of IPH or its affiliates (as that term is defined under FERC regulations) which employee engages in, or directs, oversees or executes, the sale, marketing, or trading of physical electricity or financial electricity derivative products.

Access to Books and Records. (a) After Seller shall (and shall cause the members of the Seller Group to), to the extent permitted by applicable Law, afford to representatives of Purchaser reasonable access to (i) from and after the date of this Agreement until to the earlier date that is five (5) years from the Closing Date, the books and records of the Closing or termination members of the Alkali Group and the Seller Group (to the extent related to the Business) and (ii) from and after the date of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access Agreement to the Books Closing Date, with Seller’s prior written consent (not to be unreasonably withheld), the assets, Business Employees, facilities, data and Records such additional financial and operating data (and other information regarding the Business (or true, accurate and complete copies thereof) as Purchaser or such representatives may reasonably request from time to time) of the Transferred Entities’ Businesses members of the Seller Group (to the extent related to the Business) and of the members of the Alkali Group, in each case, during normal business hours consistent with applicable Law hours, upon reasonable notice and in accordance with the reasonable procedures established by SellersSeller; provided, however, that (iA) no neither any member of the Seller or Transferred Entity Group nor any member of the Alkali Group shall be required to violate any obligation of written confidentiality agreement with a third party to which a such member of the Seller Group or a Transferred Entity or any such member of their respective Affiliates the Alkali Group, respectively, may be subject in discharging their its obligations pursuant to this Section 5.1(a), and ; (iiB) Sellers Seller shall make available, or cause the Transferred Entities members of the Alkali Group to make available, Transferred Entity Business Employee personnel files only after the Closing Date. Any information Date (provided to Purchasers that Seller shall not make available medical records, workers-compensation records or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers the results of any drug testing); and their Representatives in accordance with, shall be considered under, and shall be subject (C) prior to the terms ofClosing Date, Purchaser shall not conduct any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on the Confidentiality AgreementReal Property. (b) Purchasers agree Purchaser agrees that any permitted investigation undertaken by Purchasers Purchaser pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers Seller or the Transferred Entitiesmembers of the Alkali Group, and Purchasers Purchaser and their its representatives shall not communicate with any of the directors, officers or other employees of Sellers Seller or the Transferred Entities members of the Alkali Group (other than, subject to the restrictions of Section 5.1(a), the Business Employees) without the prior written consent of SellersSeller, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary in this Agreement, neither Sellers Seller nor any member of the Transferred Entities Alkali Group shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates party or contravene any applicable Laws. (c) At and after the Closing to the date that is five (5) years from the Closing Date, Purchasers Purchaser shall, and shall cause their Affiliates its Subsidiaries to, afford Sellers Seller and their its representatives, during normal business hours, upon reasonable notice, full access to the books, records (including employee and personnel records), properties and employees of each Transferred Entity member of the Alkali Group, solely to the extent that such access relating to events, occurrences or facts arising at or prior to the Closing, as may be reasonably requested by SellersSeller, including in connection with financial statements statements, Taxes and U.S. Securities and Exchange Commission reporting obligations; provided, however, that nothing in this Agreement shall limit Seller’s rights of discovery; provided further, however, that (i) neither any member of the Seller Group nor any member of the Alkali Group shall be required to violate any written confidentiality agreement with a third party to which such member of the Seller Group or a proceeding before such member of the Independent Accounting Firm Alkali Group, respectively, may be subject in discharging its obligations pursuant to Section 5.1(a) and (ii) Seller agrees that any permitted investigation undertaken by Seller pursuant to the access granted under Section 2.5(d)5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Purchaser or the members of the Alkali Group from and after the Closing. Notwithstanding anything to the contrary contained in this Agreement, the Parties acknowledge and agree that Seller may retain copies of any Transferred Books and Records, Alkali Contracts or any other documents or materials transferred to Purchaser as part of the Transferred Assets or the Shares and, for the avoidance of doubt, shall have the right to use such books and records in connection with the Excluded Claims and the preparation of the Initial Post-Closing Adjustment Statement. Notwithstanding anything to the contrary in this Agreement, neither Purchaser nor any member of the Purchaser Group shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such party or contravene any applicable Laws. (d) Purchasers agree Each Party agrees to hold all the Books books and Records records of each Transferred Entity’s member of the Alkali Group or of the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven ten (710) years from the Closing Date or such longer time as may be required by applicable Law, and thereafter, if they desire it desires to destroy or dispose of such Books books and Recordsrecords, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersthe other Party.

Access to Books and Records. (a) After The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from the date of this Agreement until hereof to the earlier of the Closing or Date and the valid termination of this AgreementAgreement pursuant to Section 7.1, Sellers shall to (i) afford to Representatives of Purchasers Purchaser and its representatives, subject to applicable Law, reasonable access to the Books books and Records records of the Transferred Entities and (ii) furnish to Purchaser and its representatives such other information as Purchaser may from time to time reasonably request regarding the business, properties and personnel of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and , in accordance with the procedures established by Sellers; provided, however, that each case of clauses (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available, Transferred Entity Employee available personnel files only until after the Closing Date. Any information provided to Purchasers or their Representatives such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or otherwise disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered underSection 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of, of the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to From and after the access granted Closing, for a period of seven (7) years, Purchaser shall, and shall cause its Affiliates (including the Transferred Entities) to, provide Sellers and their authorized representatives with access, during normal business hours and upon reasonable notice, under Section 5.1(a) shall be conducted the supervision of the Company’s personnel, and in such a manner as not to interfere unreasonably with hinder the operation normal operations of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party Company or any of its Affiliates Subsidiaries, to (i) the books and records (including audit work papers) (for the purpose of examining and copying) of the Transferred Entities with respect to periods or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access occurrences prior to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not (ii) accountants and employees of Purchaser and its Affiliates (including the Transferred Entities), in each case, solely to destroy or dispose comply with the rules and regulations of any thereof Governmental Entity or applicable Law, discharging its obligations under this Agreement, in connection with financial reporting and tax and accounting matters or in the event of any litigation. Notwithstanding the foregoing provisions of this Section 5.2(b) the Purchaser shall not be required by this Section 5.2(b) to (and shall not be required to cause the Transferred Entities and its and their representatives to) grant access or disclose information to Sellers or any of their respective representatives that Purchaser or any Transferred Entity reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, the Purchaser shall give written notice to Seller of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Unless otherwise consented to in writing by Sellers, Purchaser shall not, and shall not permit any of its Affiliates to, for a period of seven (7) years from following the Closing Date (or such longer time as may be required by Law), destroy, alter or otherwise dispose of any of the books and thereafterrecords of the Transferred Entities for any period prior to the Closing Date without first giving reasonable prior written notice to Sellers and offering to surrender to Sellers such books and records or any portion thereof that Purchaser or any of its Affiliates may intend to destroy, if they desire to destroy alter or dispose of. In the event of such Books any conflict between this Section 5.1 and RecordsSection 9.4, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersSection 9.4 shall control.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers Parent shall, and shall cause its Subsidiaries to, afford to Representatives representatives of Purchasers Purchaser, during normal business hours, upon reasonable notice, reasonable access to the Books books, records, properties and Records of employees of, prior to the Closing, the Transferred Entities’ Businesses during normal business hours Companies and their respective Subsidiaries and, prior to and at and after the Closing (with respect to the Business), Parent and its Subsidiaries (other than the Transferred Companies and their respective Subsidiaries) consistent with applicable Law and in accordance with the procedures established by SellersParent; provided, however, that (i) no Seller or Transferred Entity nothing in this Agreement shall be required to violate any obligation limit Purchaser’s rights of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Datediscovery. Any information provided to Purchasers Purchaser or their Representatives its representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall shall, prior to Closing, be held by Purchasers Purchaser and their Representatives its representatives in accordance with, shall be considered “Confidential Information” under, and shall be subject to the terms of, the Confidentiality AgreementAgreements. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing DateClosing, Purchasers Purchaser shall, and shall cause their Affiliates its Subsidiaries to, afford Sellers Parent and their its representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity Company and its Subsidiaries to the extent that such access may be reasonably requested by SellersParent consistent with applicable Law and in accordance with procedures established by Purchaser, including in connection with financial statements and SEC reporting obligations; provided, however, that nothing in this Agreement shall limit any of Parent’s rights of discovery. Parent agrees that it will and will cause its Subsidiaries to hold, and will use reasonable best efforts to cause its and their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless and only to the extent legally required to disclose (and in any such case, Parent shall, prior to disclosing such information, give prompt notice to Purchaser in order that it may seek a protective order or other appropriate remedy and reasonably cooperate, at Purchaser’s expense, with Purchaser in seeking to obtain such order or remedy), all confidential documents and information concerning any Transferred Company or the Business provided to it pursuant to this Section 5.1(b) or otherwise in any of their possession, except to the extent that such information (i) is or becomes generally available to the public other than as a proceeding before result of disclosure by Parent or its Subsidiaries, or its or their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents in violation of the Independent Accounting Firm confidentiality obligations set forth in this Section 5.1(b), (ii) becomes available to Parent or its Subsidiaries on a non-confidential basis from sources other than Purchaser or any Transferred Company or (iii) is independently developed by Parent or any of its Subsidiaries on its own behalf without use of any of the confidential information and without violating any of Parent’s obligations under this Section 2.5(d5.1(b). (dc) Purchasers The parties to this Agreement agree to hold all the Books books and Records records of each Transferred Entity’s Business Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire either party desires to destroy or dispose of such Books books and Recordsrecords, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersthe other party.

Access to Books and Records. (a) After From the date of this Agreement hereof until the earlier of the Closing or the earlier termination of this Agreement, Sellers subject to Section 7.1, the Acquired Companies shall afford to Representatives of Purchasers provide the Purchaser and its authorized representatives (the “Purchaser’s Representatives”) with commercially reasonable access to the Books and Records of the Transferred Entities’ Businesses access, during normal business hours consistent with applicable Law and upon reasonable notice, to the offices, properties, personnel, books and records of the Acquired Companies in accordance with order for the procedures established by SellersPurchaser to effect a smooth transition of the Company to the Purchaser; provided, however, that (ia) no Seller such access shall not unreasonably interfere with the business operations of the Acquired Companies and (b) nothing herein shall require the Acquired Companies to provide access to, or Transferred Entity shall be required to violate disclose any obligation of confidentiality to which a Seller or a Transferred Entity information to, the Purchaser or any of their respective Affiliates Purchaser’s Representatives if such access or disclosure, in the good faith reasonable belief of the Acquired Companies, (x) would waive any legal privilege or (y) would be in violation of applicable laws or regulations of any Governmental Body (including competition laws) or the provisions of any agreement to which any of the Acquired Companies is party. The Purchaser acknowledges that it remains bound by the Confidentiality Agreement, dated as of April 21, 2016, for the benefit of the Acquired Companies (the “Confidentiality Agreement”); provided, however, that the Purchaser and the Purchaser’s Representatives may be subject provide certain required information about the Acquired Companies in discharging their obligations pursuant filings with the U.S. Securities and Exchange Commission to this Section 5.1(a)the extent required in connection with the Transaction, and (ii) Sellers shall make availableunder the Securities Act or otherwise. Except as set forth in the proviso to the prior sentence, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any all information provided to Purchasers or their Representatives obtained in connection with the transactions contemplated hereby will be held by the Purchaser in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that . The Confidentiality Agreement shall terminate automatically, without any permitted investigation undertaken action by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information whereparty, upon the advice Closing. In the event of counsela conflict or inconsistency between the terms hereof and the Confidentiality Agreement, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Lawsterms hereof will govern. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives representatives of Purchasers Purchaser reasonable access upon reasonable advance notice to the Books books and Records records of the Transferred Entities’ Businesses Entities during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any agreement to which any Seller or a Transferred Entity is a party, or any obligation of confidentiality to which a any Seller or a Transferred Entity or any of their respective Affiliates may be subject subject, in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing DateLaw. Any information provided to Purchasers Purchaser or their Representatives its representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers Purchaser and their Representatives its representatives in accordance with, shall be considered “Evaluation Material” under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree Xxxxxxxxx agrees that any permitted investigation undertaken by Purchasers Purchaser pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers Purchaser and their its representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither none of Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers Purchaser shall, and shall cause their Affiliates its Subsidiaries to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by SellersSellers and as such materials relate to the conduct of the Business prior to the Closing, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d); provided, however, that nothing in this Agreement shall limit any of Sellers’ rights of discovery. (d) Purchasers agree Xxxxxxxxx agrees to hold all the Books books and Records records of each Transferred Entity’s Business Entity existing on the Closing Date and not to destroy or dispose of any thereof for a period until the six (6) year anniversary of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. Section 6.1 With respect to each AD Project or Project Commitment, The EPC Parties shall (a) After advise Cargill in writing, sometime within the date last week of this Agreement until the earlier each month, of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that any (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity AD Project they or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and are pursuing; (ii) Sellers shall make availableProject Commitments they or any of their Affiliates enter into with respect to an AD Project, (iii) the number of Greenhouse Gas Reduction Certificates resulting from or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers issued based upon any AD Project; and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that provide Cargill with reasonable access (during normal business hours), following receipt of reasonable notice of its wish to do so, to all their books and records relating to any permitted investigation undertaken by Purchasers pursuant AD Project to allow Cargill to verify the access granted under Section 5.1(aforegoing. The EPC Parties shall retain all books and records regarding AD Projects for five (5) shall be conducted in such a manner as not to interfere unreasonably with years from the operation completion of the Business by Sellers or project to which they pertain. For the Transferred Entitiesavoidance of doubt, and Purchasers and their representatives shall not communicate with any it is agreed that neither of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers EPC Parties nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates shall be obliged to provide any of information or contravene access to books and records provided for in this Section save in respect of the activities of the EPC Parties in relation to AD Projects or activities or operations flowing therefrom. There shall be no obligation to provide any Lawsinformation or access to business records in relation to the activities of any business division or unit of the EPC Parties or that of any of Affiliates of the EPC Parties. Section 6.2 For each AD Project as to which the EPC Parties elect to have Cargill commercialize the Eligible Certificates, Cargill shall (ca) At and after advise the Closing DateEPC Parties in writing, Purchasers shallsometime within the last week of each month, of any mandate, contract or agreement which Cargill enters into with respect to the commercialization of such certificates from an AD Project, and shall cause their Affiliates to, afford Sellers and their representatives, (b) provide the EPC Parties with reasonable access (during normal business hours), upon following receipt of reasonable noticenotice of its wish to do so, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books books and Records records of each Transferred Entity’s Business existing on Cargill relating to any AD Project to allow the Closing Date EPC Parties to verify the foregoing. Cargill shall retain the books and not records of Cargill relating to destroy or dispose of any thereof AD Projects for a period of seven five (75) years from the Closing Date completion of the project to which they pertain. For the avoidance of doubt, it is agreed that neither Cargill nor any of its Affiliates shall be obliged to provide any of information or such longer time as may access to books and records provided for in this Section save in respect of the activities of Cargill in relation to AD Projects. There shall be required by Law, and thereafter, if they desire no obligation to destroy provide any information or dispose access to business records in relation to the activities of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction any other business division or disposition to surrender them to Sellersunit of Cargill or that of any of Cargill Affiliates.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this AgreementDate, Sellers shall afford Buyer shall, upon Seller’s reasonable request from time to Representatives of Purchasers time, and upon reasonable access notice, (i) (A) provide to the Books Seller and Records of the Transferred Entities’ Businesses its representatives access, during normal business hours consistent hours, to any and all premises, properties, files, books, records, documents and other information of the Company relating to periods prior to the Closing, (B) cause its officers and the officers of the Company to furnish to Seller and its representatives any and all existing financial data and other information pertaining to the Company relating to periods prior to the Closing (it being understood that neither Buyer nor the Company shall be required to create or compile data or other information hereunder) and (C) make available to Seller and its representatives, during normal business hours, personnel of Buyer and the Company to consult with applicable Law such personnel, and in accordance (ii) make available for inspection and copying by Seller at Seller’s expense true and complete copies of any documents relating to the foregoing. In exercising their rights under the foregoing provisions of this Section 8.16, Seller and its representatives shall not interfere with the procedures established normal operations of Buyer or the Company. Buyer shall cause the Company to retain the files, books, records and documents of the Company relating to the period prior to the Closing Date for at least five (5) years after the Closing Date. (b) In the event any claims are made against or incurred by SellersBuyer with respect to the Company, the preparation or filing of any Tax Returns and other governmental reports or of financial statements in connection with any audit related to the Company, and for purposes of compliance with any audit, investigation or other examination by any Governmental Authority with securities, environmental, employment and other Laws, until the fifth (5th) anniversary of the Closing, Seller shall, upon the request of Buyer, provide Buyer with access to, or copies of, any books and records relating to the Company for periods prior to the Closing which shall not otherwise have been delivered hereunder to Buyer or the Company; and, upon reasonable notice, afford the officers, employees, agents and representatives of Buyer reasonable access (including the right to make, at Buyer’s expense, copies), during normal business hours, to such books and records; provided, however, that (i) no Seller any such access or Transferred Entity shall be required to violate any obligation furnishing of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to unreasonably interfere unreasonably with the operation normal operations of Seller. Seller shall, at Buyer’s expense, provide such information as Buyer may reasonably request in connection with (x) any action by or against Buyer; or (y) compliance with securities, environmental, employment and other Laws. Seller shall retain the files, books, records and documents of the Business by Sellers or Company relating to the Transferred Entities, and Purchasers and their representatives period prior to the Closing Date which shall not communicate with any otherwise have been delivered hereunder to Buyer for five (5) years after the Closing. (i) All files, books, records and documents of the employees Company provided after the Closing by Buyer to Seller and its representatives will be kept confidential by Seller, provided that Seller shall have the right to disclose such information to those representatives of Sellers or Seller who have a need to know such information. Seller shall be liable for any breach of this confidentiality provision by its representatives as if Seller had breached this confidentiality provision itself. (ii) Seller shall exercise the Transferred Entities without same degree of care to preserve the prior written consent confidential information in the files, books, records and documents of Sellersthe Company which are provided to Seller pursuant to this Section 8.16 as Seller exercises in preserving its own confidential information, which shall be no less than a reasonable standard of care. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities Seller shall not be required to provide access keep information confidential pursuant to this Section 8.16, and shall have the right to disclose such information, if: (A) Seller, or its representatives become legally compelled to disclose such information, , (B) the information, at the time of the disclosure is, or becomes, available publicly and was not disclosed in breach of this Agreement by Seller or its representatives; or (C) the information where, upon is used in connection with the advice enforcement of counsel, such access any rights of Seller under this Agreement or disclosure would jeopardize the attorney-client privilege of such Party any other agreement with Buyer or any of its Affiliates or contravene any LawsAffiliates. (ciii) At and after Notwithstanding any other provision of this Agreement, Seller agrees that any breach of the Closing Date, Purchasers shall, and shall confidentiality obligations of this Section 8.16 may cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access irreparable injury to the booksCompany or Buyer and therefore, recordsBuyer shall be entitled to enforce the confidentiality obligations of this Section 8.16 by seeking injunctive relief, properties in addition to all other rights and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including remedies at law or in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d)equity. (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (ai) After the date of this Agreement until the earlier of the Closing Maintain or termination of this Agreement, Sellers shall afford cause to Representatives of Purchasers reasonable access to the Books be maintained at all times true and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law complete books and records in accordance with GAAP of the procedures established financial operations of the Borrowers and the Guarantors; and provide the Lenders and their representatives access to all such books and records during regular business hours upon reasonable advance notice, in order that the Lenders may examine and make abstracts from such books, accounts, records and other papers for the purpose of verifying the accuracy of the various reports delivered by Sellers; provided, however, that (i) no Seller the Borrowers or Transferred Entity shall be required the Guarantors to violate any obligation of confidentiality to which a Seller the Administrative Agent or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement and to discuss the affairs, finances and condition of the Borrowers and the Guarantors with the officers and independent accountants of the Borrowers; provided that the Borrowers shall have the right to be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreementpresent at any such visit or inspection. (bii) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant Grant the Lenders access to and the access granted under Section 5.1(a) shall be conducted in such a manner as not right to interfere unreasonably with the operation inspect all reports, audits and other internal information of the Business by Sellers or Borrowers and the Transferred EntitiesGuarantors relating to environmental matters upon reasonable advance notice, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything but subject to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required appropriate limitations so as to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the preserve attorney-client privilege of such Party or any of its Affiliates or contravene any Lawsprivilege. (ciii) At any reasonable time and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, from time to time during normal regular business hours, upon reasonable notice, full access permit the Lenders and/or any representatives designated by the Lenders (including any consultants, accountants, lawyers and appraisers retained by the Lenders) to visit the booksproperties of the Borrowers and the Guarantors to conduct evaluations, recordsappraisals, properties environmental assessments and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including ongoing maintenance and monitoring in connection with financial statements or a proceeding before the Independent Accounting Firm Collateral and all related systems; provided that representatives of the Borrowers shall have the right to be present at any such visit and, unless an Event of Default has occurred and is continuing, such visits permitted under Section 2.5(d)this clause (iii) shall be made no more frequently than once in any three-month period. (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. During the period from the date hereof to the earlier of the date of termination of this Agreement pursuant to Section 10.1 or the Closing Date, the Company shall (ai) After give the Purchaser Parties and their respective authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of the Acquired Companies, (ii) permit the Purchaser Parties and their respective authorized representatives to make such copies and inspections thereof as the Purchaser Parties and such representatives may reasonably request, and (iii) cause the officers and employees of the Acquired Companies to (A) furnish the Purchaser Parties and their respective representatives with such financial and operating data and other information with respect to the business of the Acquired Companies as the Purchaser Parties and such representatives may from time to time reasonably request and (B) otherwise cooperate with the Purchaser Parties and their respective representatives in their investigation; provided, that any such access, copies and inspections shall be at the Purchaser Parties’ expense, at a reasonable time, and in such a manner as to maintain the confidentiality of this Agreement and the Transactions and not to interfere with the normal operation of the business of the Acquired Companies. Notwithstanding the foregoing, Purchaser and its Affiliates, directly or indirectly through their respective representatives, shall not contact customers, suppliers, employees or other stakeholders or business partners (other than the Sellers’ Representative in its capacity as such) of the Acquired Companies without the express written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Purchaser and its Affiliates, to the extent they have independent relations with any such third parties as of the date hereof, may continue to have contact with such third parties in the normal course of business consistent with past practice. Nothing herein shall require Sellers or the Acquired Companies to disclose any information to Purchaser if such disclosure would, based on the advice of the Sellers’ or the Company’s legal counsel, (x) jeopardize any attorney-client or other legal privilege, (y) contravene any Applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate including any obligation of confidentiality agreement to which a Seller or a Transferred Entity Sellers, the Acquired Companies or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and are a party) or (iiz) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Lawsobligation of secrecy or confidentiality to any Governmental Entity. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After the date of this Agreement until the earlier The Borrowers shall maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the Closing or termination financial operations of this Agreementthe Borrowers and provide the Administrative Agent, Sellers shall afford to Representatives of Purchasers Master Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable, and excluding the Books and Records SkyMiles Agreements), as well as any appraisals of the Transferred Entities’ Businesses Collateral, during normal regular business hours consistent hours, in order that the Administrative Agent and the Master Collateral Agent may upon reasonable prior notice and with applicable Law reasonable frequency, but in any event, so long as no Event of Default has occurred and in accordance is continuing, no more than one (1) time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Master Collateral Agent and their respective representatives and advisors to confer with the procedures established by Sellers; provided, however, officers of Delta and representatives (provided that (i) no Seller or Transferred Entity Delta shall be required given the right to violate any obligation participate in such discussions with such representatives) of confidentiality Delta, all for the purpose of verifying the accuracy of the various reports delivered by the Borrowers to which a Seller the Administrative Agent or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement. All confidential or proprietary information obtained in connection with any such visit, inspection or discussion shall be held confidential by Purchasers the Administrative Agent, the Master Collateral Agent and each agent or representative thereof and shall not be furnished or disclosed by any of them to anyone other than their Representatives in accordance withrespective bank examiners, shall be considered underauditors, accountants, agents and legal counsel, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time except as may be required by Lawany court or administrative agency or by any statute, and thereafterrule, if they desire regulation or order of any Governmental Authority. None of Delta or any of its Subsidiaries will be required to destroy disclose, permit the inspection, examination or dispose making copies or abstracts of, or discussion of, any document, information or other matter pursuant to this Section 5.13, (i) except in connection with any enforcement or exercise of such Books and Recordsremedies, (A) that constitutes non-registered SkyMiles Intellectual Property, non-financial Trade Secrets (including the SkyMiles Customer Data) or non-financial proprietary information, including the SkyMiles Agreements, or (B) in respect of which disclosure to offer first in writing at least sixty Administrative Agent or any Lender (60or their respective designees or representatives) days prior is prohibited by law or any binding agreement (or would otherwise cause a breach or default thereunder), or (ii) that is subject to such destruction attorney-client or disposition to surrender them to Sellerssimilar privilege or constitutes attorney work product or constitutes Excluded Intellectual Property.

Access to Books and Records. (a) After From and after the date of this Agreement Effective Time until the earlier six (6) year anniversary of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers the Parent shall, and shall cause their Affiliates the Surviving Company to, afford Sellers provide the Seller Representative and their representativesits authorized Representatives with reasonable access (for the purpose of examining and copying at the Seller Representative’s own cost), during normal business hours, upon reasonable notice, full access to the books, records, properties books and employees records which the Group Companies possess as of each Transferred Entity the Effective Time with respect to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements periods or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree occurrences prior to hold all the Books and Records of each Transferred Entity’s Business existing or on the Closing Date to the extent reasonably related to any Tax audits, Tax Returns, insurance claims, governmental investigations, legal compliance, financial statement preparation or any other similar matter arising from the Common Stockholders’ ownership of the Company prior to the Merger Closing. Unless otherwise consented to in writing by the Seller Representative, the Parent shall not, and shall not to destroy permit the Surviving Company or dispose any of any thereof its Subsidiaries to, for a period of seven six (76) years from following the Closing Date, destroy or delete any of the books and records of any Group Company for any period prior to the Closing Date without first giving reasonable prior notice to the Seller Representative and offering to surrender to the Seller Representative a copy of such books and records or such longer time as any portion thereof which the Parent, the Surviving Company or any of its Subsidiaries may intend to destroy or delete. Notwithstanding anything to the contrary set forth in this Agreement, the disclosure of information contemplated by this Section 7.01 shall not be required by if (i) it would require Parent or any Group Company to disclose information which Parent has reasonably determined upon the advice of counsel could result in the loss of the ability to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which Parent or any of its Affiliates is bound, or would violate any applicable Law, provided, that the Parent and the Group Companies shall reasonably cooperate in good faith to enable the Seller Representative to have permissible access to such information in a manner that would not result in loss of such privilege, conflict with such confidentiality obligations or violation of the Law, and thereafterin the case of confidentiality obligations to a third party, if they desire shall request the consent of the applicable third party to destroy permit such disclosure, in each case, at the Seller Representative’s sole cost and expense, or dispose (ii) the Parent, the Group Companies or any of its or their respective Affiliates, on the one hand, and the Seller Representative, any Securityholder or any of their respective Affiliates, on the other hand, are adverse parties in any Action and such Books and Recordsinformation is reasonably pertinent thereto. Any access to books, to offer first records or personnel of the Group Companies by the Seller Representative in writing at least sixty (60) days prior to such destruction connection with the Closing Statement or disposition to surrender them to Sellersany dispute thereof shall be exclusively governed by Section 1.11.

Access to Books and Records. (a) After Seller recognizes that certain historical and other information to be retained by Seller and the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates Entities may be subject needed by Buyer and its Affiliates in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably connection with the operation of the Business by Sellers after Closing (including for litigation, threatened litigation, Tax and financial audits and other similar purposes). Following the Closing, Seller shall (and shall cause each other Seller Entity to) grant to Buyer and its representatives access and assistance with respect to (subject to any reasonable privilege or confidentiality considerations), during normal business hours and under reasonable circumstances, and the right to make copies of, any Books and Records related to the Business, the Acquired Companies, the Acquired Assets or the Transferred Entities, and Purchasers and their representatives shall not communicate Assumed Liabilities which have been retained by such Seller Entity as may be necessary or useful in connection with any the conduct of the employees of Sellers or Business. If within five (5) years after the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this AgreementClosing, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party a Seller Entity or any of its Affiliates elects to dispose of any such records, such Seller Entity or contravene any Laws. applicable Affiliate shall first give Buyer sixty (c60) At and after days’ prior written notice, during which period Buyer shall have the Closing Dateright to obtain such records without further consideration. Following the Closing, Purchasers shall, Buyer shall (and shall cause their its Affiliates to, afford Sellers ) grant to Seller and their representativesits representatives access and assistance with respect to (subject to any reasonable privilege or confidentiality considerations), during normal business hourshours and under reasonable circumstances, upon reasonable noticeand the right to make copies of, full access any Books and Records related to the booksBusiness, recordsthe Acquired Companies, properties the Acquired Assets or the Assumed Liabilities in the possession of Buyer and employees of each Transferred Entity its Affiliates to the extent that such access may be records are reasonably requested by Sellersnecessary for Seller to prepare and file its Tax Returns, including defend Tax audits, defend against third party claims, or provide or disclose information in connection with financial statements response to a requirement or a proceeding before request of any Governmental Body or securities exchange or market or for any other reasonable purpose. If within five (5) years after the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree Closing, Buyer or any of its Affiliates elects to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date such records, Buyer or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer its applicable Affiliate shall first in writing at least give Seller sixty (60) days days’ prior written notice, during which period Seller shall have the right to obtain such destruction or disposition to surrender them to Sellersrecords without further consideration.

Access to Books and Records. (a) After Subject to Section 8.07, from the date of this Agreement hereof until the earlier of Closing Date, the Closing or termination of this Agreement, Sellers Company shall afford to Representatives of Purchasers provide the Purchaser and its authorized representatives (the “Purchaser’s Representatives”) and the Debt Financing Source Related Parties with reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and upon reasonable notice to the offices, properties, senior personnel, books and records of the Company and its Subsidiaries in accordance order for the Purchaser to have the opportunity to make such investigation as it shall reasonably desire of the affairs of the Company and its Subsidiaries; provided that, notwithstanding the foregoing, (a) such access does not unreasonably interfere with the procedures established by Sellers; providednormal operations of the Company or its Subsidiaries, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the such access granted under Section 5.1(a) shall be conducted occur in such a manner as not the Company reasonably determines to interfere unreasonably with be appropriate to protect the operation confidentiality of the Business transactions contemplated by Sellers or the Transferred Entitiesthis Agreement, and Purchasers and their representatives (c) nothing herein shall not communicate with require the Company to provide access to, or to disclose any information to, the Purchaser or any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, Purchaser’s Representatives if such access or disclosure would jeopardize reasonably be expected to (i) cause significant competitive harm to the attorney-client privilege Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) waive any legal privilege, or (iii) be in violation of such Party or any applicable Law (including the HSR Act and other antitrust Laws). The Purchaser acknowledges that the Purchaser is and remains bound by that certain Confidentiality Agreement, dated as of its Affiliates or contravene any Laws. April 21, 2015 (c) At as amended from time to time, the “Confidentiality Agreement”), by and after between Purchaser and GTCR LLC (“GTCR”). The information provided pursuant to this Section 7.02 will be used solely for the Closing Date, Purchasers shallpurpose of effecting the transactions contemplated by this Agreement, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may will be reasonably requested governed by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books terms and Records conditions of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersConfidentiality Agreement.

Access to Books and Records. (a) After During the period from the date of this Agreement until the earlier of the Closing or the termination of this AgreementAgreement in accordance with its terms, Sellers Seller shall, and shall cause its Affiliates to, afford to Purchaser and its Representatives of Purchasers reasonable access to the Books books, records, properties and Records employees, in each case solely to the extent relating to the Program Business and solely for purposes of furthering the Transferred Entities’ Businesses Sale and the other transactions contemplated hereby or integration planning relating thereto, during normal business hours consistent with applicable Law hours, upon reasonable written notice and in accordance with the procedures established by SellersSeller; provided, however, that (i) no Seller such access shall not include any environmental sampling or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Datetesting. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree Purchaser further agrees that any permitted investigation undertaken by Purchasers Purchaser pursuant to the access granted under this Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers Program Business. All of the books, records and other information to which Purchaser or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of its Representatives is provided access pursuant to this Section 5.1(a) shall be treated as “Evaluation Material” pursuant to the employees terms of Sellers or the Transferred Entities without Confidentiality Agreement, the prior written consent provisions of Sellerswhich are by this reference hereby incorporated herein. Notwithstanding anything to the contrary in this Agreement, during the period from the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, neither Sellers Seller, nor the Transferred Entities any of its Affiliates, shall be required to provide access to or disclose to Purchaser or its Representatives any information whereif: (i) Seller or any of its Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other hand, are adverse parties in any Action to the extent such information is reasonably pertinent thereto; (ii) upon the advice of counsel, such access or disclosure would jeopardize the attorney-client client, work product or similar privilege of such Party Person or contravene any (A) applicable Laws, (B) Order of a Governmental Entity of competent jurisdiction or (C) obligations of confidentiality (whether contractual or otherwise) (provided that, in the case of the foregoing clause (ii), Seller will use reasonable best efforts to find a suitable alternative to disclose information in such a way that such disclosure does not violate any applicable Law, Order or confidentiality obligations or jeopardize privilege); (iii) such access or disclosure would disclose a trade secret (including source code); (iv) Seller reasonably determines upon the advice of its outside antitrust counsel that such information should not be so disclosed due to its competitively sensitive nature; (v) it relates to the sale process with respect to the Program Business or the possible sale of the Program Business to any other third parties prior to the date hereof; or (vi) it relates to Taxes or Tax Returns other than information solely related to a Transferred Asset or the Program Business. (b) For a period of six (6) years after the Closing, Purchaser shall, and shall cause its Affiliates to, afford to Seller and its Representatives reasonable access to the Transferred Assets (including the Transferred Books and Records, the Transferred Business Employee Records and the Transferred Marketing Materials) and the Transferred Employees to the extent related to the operation of the Program Business prior to the Closing and necessary in connection with any of its, or in the case of an Ancillary Agreement, any of its applicable Affiliates’ agreements, covenants or obligations under this Agreement and any of the Ancillary Agreements (to the extent such Transferred Assets are in Purchaser’s or any of its Affiliates’ possession or control as of such time), during normal business hours and upon reasonable written notice, including in connection with Seller or its Affiliates’ preparation or amendment of Tax Returns, Tax Proceedings, preparation of financial statements or U.S. Securities and Exchange Commission or stock exchange reporting obligations; provided, however, that neither Purchaser, nor any of its Affiliates, shall be required to provide access to or disclose to Seller or its Representatives any information if: (w) upon the advice of counsel, such access or disclosure would jeopardize attorney-client, work product or similar privilege of such Person or contravene any (i) applicable Laws, (ii) Order of a Governmental Entity of competent jurisdiction or (iii) obligations of confidentiality (whether contractual or otherwise) (provided that, in the case of the foregoing clause (w), Purchaser will use reasonable best efforts to find a suitable alternative to disclose information in such a way that such disclosure does not violate any applicable Law, Order or confidentiality obligations or jeopardize privilege); (x) such access or disclosure would disclose a trade secret (including source code) to the extent Seller is not already aware thereof as a result of its prior ownership of the Program Business; (y) Purchaser reasonably determines upon the advice of its outside antitrust counsel that such information should not be so disclosed due to its competitively sensitive nature; or (z) it relates to Taxes or Tax Returns other than information solely related to an Excluded Asset or Excluded Liability. (c) For a period of six (6) years after the Closing, Seller shall, and shall cause its Affiliates to, provide Purchaser with copies of or access to (as determined in the reasonable discretion of Seller) any Books and Records, in each case, to the extent (i) relating to, held for use with or used in connection with the Program Business but which are not Transferred Books and Records and (ii) such Books and Records are in an Asset Selling Entity’s or any of its Affiliates’ possession or control as of such time (such Books and Records, collectively, the “Commingled Books and Records”); provided, that (A) Seller shall not be required to provide copies of or access to any Commingled Books and Records to the extent prohibited by applicable Law or any Order of a Governmental Entity of competent jurisdiction, as determined by Seller in good faith upon the advice of counsel, (B) for the avoidance of doubt, Seller and any of its Affiliates shall be entitled to redact or remove any information in any Commingled Books and Records prior to providing copies or access to Purchaser under this Section 5.1(c) to the extent not relating to, held for use with or used in connection with the Program Business or relating to, held for use with or used in connection with an Excluded Asset or Excluded Liability, (C) Seller shall only be required to provide copies of or access to the Commingled Books and Records that are specifically requested in writing by Purchaser and that have not otherwise been provided to Purchaser in copy form, and (D) Purchaser shall comply with all applicable Data Protection Legislation with respect to such copies or access. (d) For a period of six (6) years after the Closing, Seller shall, and shall cause its Affiliates to, provide Purchaser with copies of or access to (as determined in the reasonable discretion of Seller) the employee or personnel files, in each case, to the extent (i) relating to a Transferred Employee but which are not Transferred Business Employee Records and (ii) such employees or personnel files are in an Asset Selling Entity’s or any of its Affiliates’ possession or control as of such time (such employee or personnel files, collectively, the “Commingled Employee Records”); provided, that (A) Seller shall not be required to provide copies of or access to any Commingled Employee Records to the extent prohibited by applicable Law or any Order of a Governmental Entity of competent jurisdiction, as determined by Seller in good faith upon the advice of counsel, (B) for the avoidance of doubt, Seller and any of its Affiliates shall be entitled to redact or remove any information in any Commingled Employee Records prior to providing copies or access to Purchaser under this Section 5.1(d) to the extent not relating to the Program Business or not relating to any Transferred Employee, (C) Seller shall only be required to provide copies of or access to the Commingled Employee Records that are specifically requested in writing by Purchaser and that have not otherwise been provided to Purchaser in copy form, and (D) Purchaser shall comply with all applicable Data Protection Legislation with respect to such copies or access. (e) Notwithstanding anything to the contrary contained in this Agreement, the Parties acknowledge and agree that Seller and its Affiliates shall be entitled to (i) keep copies of any Transferred Books and Records, any Transferred Business Employee Records, any Transferred Marking Materials, any Transferred Contracts or any other documents or materials transferred to Purchaser as part of the Transferred Assets for operational, legal, Tax, regulatory or record-keeping purposes or in order to comply with applicable Laws, Seller’s or its Affiliates’ internal policies and procedures or any applicable contractual or other similar obligations, subject to the confidentiality and restriction on use obligations hereunder, (ii) redact or remove any information in any such Transferred Books and Records or any other documents or materials transferred to Purchaser as part of the Transferred Assets to the extent not relating to, held for use with or used in connection with the Program Business or (iii) redact or remove any information in the Transferred Business Employee Records to the extent not relating to any Transferred Employee. (f) Purchaser agrees to hold all Transferred Books and Records, the Transferred Business Employee Records, the Transferred Marketing Materials and any other Books and Records transferred to Purchaser or any of its Affiliates as part of the Transferred Assets or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business otherwise existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven six (76) years from the Closing Date or such longer time as may be required by applicable Law, and thereafter, if they desire it desires to destroy or dispose of such Books books and Recordsrecords, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersSeller. Seller agrees to, and shall cause its Affiliates to, hold all Commingled Books and Records, Commingled Employee Records and Privileged Business Documents existing on the Closing and not to destroy or dispose of any thereof for a period of six (6) years from the Closing Date or such longer time as may be required by applicable Law, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Purchaser; provided, that, for the avoidance of doubt, Seller and any of its Affiliates shall be entitled to redact or remove (i) any information in any Commingled Books and Records prior to surrendering them to Purchaser under this Section 5.1(f) to the extent not relating to, held for use with or used in connection with the Program Business or relating to, held for use with or used in connection with an Excluded Asset or Excluded Liability prior to surrendering them to Purchaser, (ii) any information in any Commingled Employee Records prior to surrendering them to Purchaser under this Section 5.1(f) to the extent not relating to the Program Business or not relating to any Transferred Employee and (iii) any information in any Privileged Business Documents prior to surrendering them to Purchaser under this Section 5.1(f) to the extent not relating to any Pre-Closing Business Action or not reasonably necessary for Purchaser to prosecute, contest or defend such Action. (g) From and after the Closing, subject to, at the written request of Seller, the execution of a customary common interest or similar agreement by Purchaser or the taking of such other actions by Purchaser as Seller deems reasonably necessary to preserve any attorney-client, work product or similar privilege, Seller shall, and shall cause its applicable Affiliates to, provide Purchaser with copies of or access to (as determined in the reasonable discretion of Seller) the portion of any Privileged Seller Documents that are (i) reasonably necessary (as determined by Seller in good faith) for Purchaser to prosecute, contest or defend any Action that is pending or threatened prior to the Closing and is Related to the Business or would otherwise constitute an Assumed Liability (such Actions, collectively, the “Pre-Closing Business Actions”) and (ii) in Seller or one of its Affiliates’ possession or control as of such time (such documents, the “Privileged Business Documents”); provided, further, that (A) Seller shall not be required to provide copies of or access to any Privileged Business Documents to the extent prohibited by applicable Law or any Order of a Governmental Entity of competent jurisdiction or to the extent that doing so could result in the waiver of any attorney-client, work product or similar privilege (notwithstanding the delivery of a common interest agreement or similar agreement or the taking of such other actions by Purchaser as contemplated under this Section 5.1(g)), in each case, as determined by Seller in good faith upon advice of counsel, provided, that Seller will use reasonable best efforts to find a suitable alternative to disclose information in such a way that such disclosure does not violate any applicable Law or Order or jeopardize privilege, (B) for the avoidance of doubt, Seller and any of its Affiliates shall be entitled to redact or remove any information in any Privileged Business Documents prior to providing copies or access to Purchaser under this Section 5.1(g) to the extent not relating to the Pre-Closing Business Action or not reasonably necessary for Purchaser to prosecute, contest or defend such Action, (C) Seller shall only be required to provide copies of or access to the Privileged Business Documents that are specifically requested in writing by Purchaser and that have not otherwise been provided to Purchaser in any copy form, and (D) Purchaser shall comply with all applicable Data Protection Legislation with respect to such copies or access. (h) During the period from the date of this Agreement until the earlier of (i) three (3) months following the Closing or (ii) the termination of this Agreement in accordance with its terms, Seller shall, and shall cause its Affiliates to, (A) use reasonable best efforts to furnish Purchaser with financial and other information as promptly as reasonably practicable upon the Purchaser’s written request as may be reasonably necessary for Purchaser to prepare a pro forma consolidated balance sheet and related pro forma consolidated statement of income of Purchaser and its Subsidiaries giving effect to the transactions contemplated hereby that may be required pursuant to Regulation S-X under the Securities Act, and (B) reasonably assist Purchaser with Purchaser’s preparation of such pro forma financial statements upon reasonable written notice and during normal business hours.

Access to Books and Records. (a) After the date of this Agreement until the earlier Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the Closing or termination financial operations of this Agreementthe Borrower and provide the Administrative Agent, Sellers shall afford to Representatives of Purchasers the Collateral Agent and their respective representatives and advisors reasonable access to the Books all such books and Records records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Transferred Entities’ Businesses Collateral, during normal regular business hours consistent hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with applicable Law reasonable frequency, but in any event, so long as no Event of Default has occurred and in accordance is continuing, no more than one (1) time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the procedures established officers of the Borrower and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower, all for the purpose of verifying the accuracy of the various reports delivered by Sellersthe Borrower to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and to conduct examinations of and to monitor the Collateral (other than with respect to all of the Aircraft Collateral, as to which the provisions of Section 2.04 of the Aircraft Mortgage shall apply), in each case at the expense of the Borrower (provided that the Borrower shall not be required to pay the expenses of more than one (1) such visit a year unless an Event of Default has occurred and is continuing); provided, however, that (a) any such inspection of Collateral (i) no Seller or Transferred Entity shall be required limited to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a)the Aircraft Collateral, and (ii) Sellers shall make availablebe a visual, walk-around inspection and (iii) may not include opening any panels, bays or the like and (b) no exercise of any inspection rights provided for in this Section 5.07 shall interfere with the normal operation or maintenance of any Aircraft by, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms business of, the Confidentiality AgreementBorrower. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After During the period from the date of this Agreement until the earlier of the Closing or the earlier termination of this AgreementAgreement pursuant to Section 9.01 hereof, Sellers Seller shall, and shall afford to Representatives of Purchasers cause the Company and each Acquired Company to, (i) provide Buyer and its authorized representatives (“Buyer’s Representatives”) with reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent and upon reasonable notice to the offices, properties, books and records (including electronic records) and key employees (including the Employment Agreement Employees) of the Business and (ii) furnish to Buyer and Buyer’s Representatives such additional financial, operating and other relevant data and information about the Business as Buyer may reasonably request for the purpose of preparing to operate the Business following the Closing. In addition, between the date of this Agreement and the Closing, Buyer may have communications with applicable Law key customers of the Business as mutually and in accordance with reasonably agreed to by Seller and Buyer. Notwithstanding the procedures established by Sellers; providedforegoing, however, that (i) no Seller access or Transferred Entity shall be required information provided to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations Buyer and Buyer’s Representatives pursuant to this Section 5.1(a)6.02 shall unreasonably interfere with the normal operations of the Company and the Acquired Companies, and (ii) Sellers shall make available, all requests for such access will be directed to Xxxxxxx Xxxxxx at the Company or cause such other Person or Persons as the Transferred Entities Company may designate in writing to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided Buyer from time to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellerstime. Notwithstanding anything to the contrary in this Agreement, neither Sellers Seller nor the Transferred Entities shall Company, any Acquired Company or their respective Affiliates will be required to provide access to or disclose any information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity Buyer in accordance with this Section 6.02 to the extent that such access may or disclosure would be reasonably requested likely to (x) result in the loss of any attorney-client or other legal privilege (except to the extent such privilege would be preserved by Sellersentering into a common interest agreement or similar agreement for the purpose of preserving such privilege, including and such agreement in connection with financial statements a form reasonably satisfactory to Seller is entered into prior to any such disclosure) or a proceeding before (y) contravene any applicable Laws. Neither Seller nor any Acquired Company nor their subsidiaries makes any representation or warranty as to the Independent Accounting Firm under accuracy of any information (if any) provided pursuant to this Section 2.5(d). (d) Purchasers agree 6.02, and Buyer may not rely on the accuracy of any such information, in each case other than as expressly set forth in the Seller’s representations and warranties contained in Article 3 and Article 4 and the Seller Closing Certificate. No investigation pursuant to hold this Section 6.02 by Buyer or Buyer’s Representatives shall be deemed to modify any of Seller’s representations and warranties contained in Article 3 and Article 4 or the Seller Closing Certificate. The information provided pursuant to this Section 6.02 will be governed by all the Books terms and Records conditions of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersConfidentiality Agreement.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, Seller agrees that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At from and after the Closing Date, Purchasers shall, it will permit Purchaser and shall cause their Affiliates to, afford Sellers and their representativesits Representatives, during normal business hours, upon hours and with reasonable notice, full (i) to have access to and to examine and take copies of all books and records of Seller (excluding personnel records unless specifically requested in writing by the books, records, properties employee and employees of each Transferred Entity to the extent otherwise permitted by law) which are not delivered to Purchaser pursuant hereto and which directly relate to the Transferred Assets and/or the Business and to events occurring prior to the Closing Time or to transactions or events occurring subsequent to the Closing Time which arise out of transactions or events occurring prior to the Closing Time and (ii) make available to Purchaser the employees of Seller that previously worked in the Business on such access may be terms and conditions and for such periods of time as Seller shall reasonably requested determine, provided, however, that Purchaser shall pay to Seller a commercially reasonable hourly rate for the actual time spent by Sellerssuch employees to the extent not otherwise provided in the Interim Services Agreement, including provided, further, that for time spent by such employees solely in connection with financial statements or a proceeding before effectuating the Independent Accounting Firm transactions hereunder (excluding services under Section 2.5(d). (dthe Interim Services Agreement) Purchasers agree such time shall be at no cost to hold all Purchaser if the Books aggregate amount of such time is not material. All books and Records records of each Seller relating to the Transferred Entity’s Assets and the Business existing on the Closing Date and not delivered to destroy or dispose of any thereof Purchaser pursuant hereto will be preserved by Seller for a period of not less than seven (7) years from following the Closing Date Date, or such longer time period as may be required by Law, and thereafterprovided, however, Seller shall provide written notice to Purchaser after the expiration of such seven year period if they desire Seller desires to destroy or dispose of or destroy such Books books and Recordsrecords and shall provide Purchaser with the right to copy or take possession of such books and records. (b) Purchaser agrees that from and after the Closing Date, it will permit Seller and its Representatives, during normal business hours and with reasonable notice, (i) to offer first have access to its properties, books, records, employees and auditors and to examine and take copies of all books and records of Seller which are delivered to Purchaser pursuant to this Agreement, (ii) furnish to the representatives of Seller such additional financial and other information regarding the Business and the Transferred Assets as Seller may from time to time reasonably request and (iii) make available to Seller the employees of Purchaser that Seller reasonably requires on such terms and conditions and for such periods of time as Purchaser shall reasonably determine, including, without limitation, employees whose assistance, testimony or presence is necessary to assist Seller in writing at least sixty (60) days prior evaluating or defending any Claims or in discharging such responsibilities or obligations, including the presence of such persons as witnesses in hearings or trials for such purposes, provided, however, that Seller shall pay to Purchaser a commercially reasonable hourly rate for the actual time spent by such destruction employees providing such assistance, presence or disposition testimony . All books and records included in the Transferred Assets will be preserved by Purchaser for a period of not less than seven years following the Closing Date, or such longer period as may be required by Law, provided, however, Purchaser shall provide written notice to surrender them Seller after the expiration of such seven year period if Purchaser desires to Sellersdispose of or destroy such books and records and shall provide Seller with the right to copy or take possession of such books and records.

Access to Books and Records. (a) After From the date of this Agreement until through the earlier of the Closing or the termination of this Agreement, and subject to the requirements of applicable Laws, Parent shall, and shall cause the Sellers shall and Transferred Entities to, afford to Representatives of Purchasers Purchaser reasonable access to the Books books and Records records of the Transferred Entities’ Businesses Business, under the supervision of the personnel of Parent or its Subsidiaries, during normal business hours consistent with applicable Law and in accordance with the procedures established by SellersParent, in each case, as is reasonably requested by Purchaser or its Representatives for purposes of integration planning following the consummation of the Transactions; provided, however, provided that (i) no Seller such access shall not unreasonably interfere with the conduct of the business of the Parent or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and its Subsidiaries; (ii) Sellers such access shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted occur in such a manner as not Parent reasonably determines to interfere unreasonably with be appropriate to protect the operation confidentiality of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives Transactions; (iii) such access may be modified in light of applicable COVID-19 Measures; (iv) Purchaser shall not communicate with be permitted to conduct any environmental sampling, investigation or testing (including any commonly known as a Phase II assessment) at any of the employees of Sellers Parent’s or the Transferred Entities its Subsidiaries’ properties or facilities without the prior written Parent’s consent of Sellers. Notwithstanding anything to the contrary in this Agreement(which shall not be unreasonably withheld, neither Sellers nor the Transferred Entities conditioned or delayed); and (v) nothing herein shall be required require Parent and its Subsidiaries to provide access to, or to or disclose any information whereto, upon the advice of counsel, Purchaser if such access or disclosure would jeopardize be reasonably likely to (x) waive any legal privilege or (y) be in violation of applicable Law or the attorney-client privilege provisions of such Party or any agreement entered into prior to the date of this Agreement and to which Parent of any of its Affiliates or contravene any Laws. (cSubsidiaries is a party. All information and documents provided pursuant to this Section 6.1(a) At and after will be subject to the Closing Date, Purchasers shallConfidentiality Agreement, and shall cause their Affiliates to, afford Sellers Purchaser acknowledges and their representatives, during normal business hours, upon reasonable notice, full access agrees that it has and will continue to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Lawabide by, and thereafterwill cause its Representatives to continue to abide by, if they desire to destroy or dispose the terms of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersConfidentiality Agreement.

Access to Books and Records. The Seller shall cause the Company to provide the Purchaser and its authorized representatives (the “Purchaser’s Representatives”) with reasonable access, during normal business hours, to the offices, properties, appropriate officers, books and records of the Company with regard to the Business as the Purchaser may from time to time reasonably request upon reasonable prior written notice in connection with any matter relating to this Agreement or the transactions thereby; provided, that (a) After the date of this Agreement until Seller may refuse the earlier Purchaser’s Representatives access if the Seller reasonably determines such access would unreasonably interfere with any of the Closing businesses or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records operations of the Transferred Entities’ Businesses during normal Company; (b) the Purchaser or any of its representatives shall not contact or have any discussions with any of the landlords/sub-landlords, tenants/subtenants, distributors, insurance companies, licensors, suppliers, joint venture partners, sponsors or other material business hours consistent with applicable Law and in accordance with relations of the procedures established by Sellers; providedSeller, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity the Company or any of their respective Affiliates may be subject in discharging regarding the business or operations of the Seller, the Company or any of their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, Affiliates or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to transactions contemplated by this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything the Seller (not to be unreasonably withheld, conditioned or delayed); (c) the contrary in this Agreement, neither Sellers nor Purchaser shall be responsible for any damage to any Leased Real Property or any other assets or property of the Transferred Entities Seller or the Company or any of their Affiliates caused by the Purchaser or any of its representatives; and (d) the Company shall not be required to provide so confer, afford such access or furnish such copies or other information to the extent that doing so would result in the breach of any Legal Requirement or disclose information whereconfidentiality or similar agreement to which the Seller, upon the advice Company or any of counsel, their Affiliates is a party or the loss of attorney-client privilege (provided that the Seller shall use its commercially reasonable efforts to cause the Company to allow for such access or disclosure would jeopardize the in a manner that does not result in a breach of such agreement or a loss of attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(dprivilege). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. From and after the Closing, for a period of seven (a7) After years, the date of this Agreement until Purchaser shall, and shall cause the earlier of Surviving Corporation to, provide the Closing or termination of this AgreementStockholder Representative and its authorized representatives with access, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a)upon reasonable notice, and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as to maintain confidentiality (to the extent set forth in this Section 8.01) and as not to unreasonably interfere unreasonably with the operation normal operations of the Business Purchaser and its Affiliates, to (i) the books and records (for the purpose of examining and copying) of the Company and its Subsidiaries with respect to periods or occurrences prior to or on the Closing Date and (ii) employees of the Purchaser, the Surviving Corporation and their Affiliates for purposes of better understanding such books and records. Unless otherwise consented to in writing by Sellers or the Transferred EntitiesStockholder Representative, the Purchaser shall not, and Purchasers and their representatives shall not communicate with permit the Surviving Corporation or its Subsidiaries to, for a period of seven (7) years following the Closing Date, destroy, alter or otherwise dispose of any of the employees books and records of Sellers the Company or its Subsidiaries for any period prior to the Closing Date without first giving reasonable prior notice to the Stockholder Representative and offering to surrender to the Stockholder Representative such books and records or any portion thereof which the Purchaser or the Transferred Entities without Surviving Corporation may intend to destroy, alter or dispose of. All such information shall be treated as confidential information pursuant to terms equivalent to those applicable to Purchaser’s obligations in respect of the prior written consent non-disclosure of Sellersconfidential information, including the exceptions to such obligations set forth therein, under the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor (A) the Transferred Entities Purchaser shall not be required to disclose any information if such disclosure would be reasonably likely to jeopardize any attorney-client privilege or other legal privilege in connection with the Transaction Agreements (other than privilege under the control of the Stockholder Representative under Section 11.02), (B) any such access provided to the Stockholder Representative shall be conducted at the expense of the Stockholder Representative, in accordance with applicable Law (including any applicable antitrust, bank regulatory or competition Law), and (C) the Purchaser will not be required to provide to the Stockholder Representative access to or disclose information wherecopies of any records or files (including, upon but not limited to, any personnel file of any employee of the advice Purchaser or any of counselits Affiliates), such access or the disclosure of which would jeopardize reasonably be expected to subject the attorney-client privilege of such Party Purchaser or any of its Affiliates or contravene any Lawsto violation of applicable Law. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. From and after the Closing, (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers Buyer shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shallafford, and shall cause their its Affiliates to(including the Acquired Company and the Acquired Company Subsidiaries) to afford, afford Sellers to Seller and any Affiliates of Seller, and their respective counsel and accountants and other representatives, during normal business hours, upon reasonable notice, full access to inspect, audit and make copies of the booksbooks and records of the Acquired Company and the Acquired Company Subsidiaries, recordsat Seller’s sole cost and expense, properties with respect to the period prior to the Closing Date and (b) Buyer shall cause, and shall cause its Affiliates to cause, its employees who are Transferred Employees to cooperate with Seller and its Affiliates, at Seller’s sole cost and expense, provided that such access shall not unreasonably interfere with the business or operations of Buyer or any Affiliate of Buyer, in each Transferred Entity case with respect to the foregoing clauses (a) and (b), to the extent that such access may be reasonably requested required by SellersSeller or any Affiliate of Seller for any lawful business purpose, including the investigation, defense, prosecution, litigation, arbitration and final disposition of any claims that might have been or might be made by or against Seller or any Affiliate of Seller in connection with financial statements or a proceeding before the Independent Accounting Firm under business of the Acquired Company and the Acquired Company Subsidiaries. Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 2.5(d8.3(b). , Buyer’s obligation to cooperate with respect to the execution of affidavits, appearances, testimony and production of documents pursuant to federal and state criminal and civil, and arbitration panels, subpoenas, depositions, interrogatories and other requests shall expire three (d3) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on years after the Closing Date Date, after which Buyer shall have no such obligation. Buyer shall not, and shall cause its Affiliates not to to, dispose of, alter or destroy or dispose any such books and records until the later of any thereof for a period of seven (7i) ten (10) years from after the Closing Date or such longer time as may be required by LawDate, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least (ii) sixty (60) days prior after giving written notice to Seller which notice shall permit Seller, at its expense, to examine, duplicate or repossess such destruction books and records and (iii) the time specified in the applicable Acquired Company or disposition Acquired Company Subsidiary’s record retention guidelines as in effect on the date hereof. Notwithstanding the foregoing, this Section 4.7 shall not apply to surrender them to Sellersthe Tax Returns and other materials covered by Section 9.5.

Access to Books and Records. (a) After Until the date third anniversary of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shallthe Parent shall afford, and shall will cause their Affiliates toits affiliates to afford (subject to the provisions of applicable law), afford Sellers to the Buyer and the Surviving Company and their respective counsel, accountants and other authorized representatives, during normal business hours, upon reasonable notice, full access to the books, recordsrecords and other data of the Company and the Business with respect to periods ending on or prior to the Closing Date to the extent that such records are retained by Parent and such access may be reasonably required by the Buyer and the Surviving Company to facilitate (i) the investigation, properties litigation and employees final disposition of each Transferred Entity any claims which may have been or may be made against the Buyer or the Surviving Company in connection with the Business or (ii) for any other reasonable business purpose. Until the third anniversary of the Closing Date, the Buyer and the Surviving Company shall afford, and will cause its affiliates to afford (subject to the provisions of applicable law), to the Parent, its counsel, accountants and other authorized representatives, during normal business hours, reasonable access to the books, records and other data of the Surviving Company and the Business with respect to periods ending on or prior to the Closing Date to the extent that such access may be reasonably requested required by Sellersthe Parent to facilitate (i) the investigation, including litigation and final disposition of any claims which may have been or may be made against the Parent in connection with the Business, including without limitation the Retained Liabilities (hereinafter defined), or (ii) for any other reasonable business purpose. Following the Closing, the Buyer and the Surviving Company shall prepare, on behalf of the Company, all regularly prepared financial reports and statements for periods up to and including the Agreed Effective Time, shall deliver such reports to the Parent on or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree 12th day of the month following the Agreed Effective Time, shall sign a “Representation Compliance Letter” with respect to hold all the Books such financial reports and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Lawstatements, and thereafter, if they desire shall cooperate with and provide assistance to destroy or dispose of such Books the Parent in their financial and Records, tax reporting obligations for the periods up to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersand including the Agreed Effective Time.

Access to Books and Records. For a period of seven (a7) After years following the date of this Agreement until Closing, the earlier Purchaser shall, and shall cause each of the Closing or termination of this AgreementCompany and its Subsidiaries to, Sellers shall afford to Representatives of Purchasers provide the Seller and its agents and advisors with reasonable access to (for the Books purpose of examining and Records of the Transferred Entities’ Businesses copying), during normal business hours consistent hours, and upon reasonable advance notice, to the books and records of the Company and its Subsidiaries with respect to periods or occurrences prior to the Closing Date and reasonable access, during normal business hours, and upon reasonable advance notice, to employees of each of the Purchaser, the Company and the Company’s Subsidiaries, and each of their respective Affiliates for purposes of complying with any applicable tax, financial reporting or regulatory requirements or any other reasonable business purpose provided, that such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, is permissible under applicable Law (after taking into account any applicable COVID-19 Measures) and in accordance with does not jeopardize the procedures established by Sellershealth and safety of any employee of the Company or its Subsidiaries; provided, however, that the Purchaser and its Subsidiaries (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), including the Company and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(aits Subsidiaries) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure copies if doing so would jeopardize the (i) cause a loss of attorney-client client, work product or other similar protection or privilege of such Party Person, (ii) cause a violation of an obligation of confidentiality of such Person pursuant to an agreement to which such Person is a party (so long as such Person shall have used commercially reasonable efforts to obtain the consent of such third party to the provision of such access or copies) or (iii) constitute a violation of applicable Law. Unless otherwise consented to in writing by the Seller, none of the Purchaser, the Company or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers Subsidiaries shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from following the Closing Date, destroy, alter or otherwise dispose of any of the books and records of the Company and its Subsidiaries for any period prior to the Closing Date without first offering to surrender to the Seller such books and records or such longer time as any portion thereof which the Purchaser or the Company or any of its Subsidiaries may be required by Lawintend to destroy, and thereafter, if they desire to destroy alter or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersof.

Access to Books and Records. (a) After From Completion and for the date period that is the longer of this Agreement until (i) five years and (ii) sixty Business Days following the earlier expiration of the Closing or termination applicable statute of this Agreementlimitations, Sellers the Purchasers shall afford to procure that the Vendors and their Representatives of Purchasers are provided, upon reasonable notice and during working hours, with all such assistance, documentation, information and access to the Books premises and Records personnel of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law Group Companies and in accordance with the procedures established Suzhou Business as they may reasonably require to prepare their tax returns and financial statements or to investigate, avoid, remedy, dispute, resist, appeal, compromise or contest any Claim or any other claims, proceedings or investigations made by Sellers; or against or incurred by the Vendors or their Representatives and the Purchasers shall permit the Vendors and their Representatives to make copies of such documentation and information to the extent relevant, provided, however, that (i) no Seller the Vendors or Transferred Entity the relevant members of the Vendors Group shall be required reimburse the Purchasers, the Group Companies or the other members of the Purchaser’ Group (as the case may be) for all reasonable out of pocket and expenses incurred in relation to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and photocopying costs; (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives such access is granted in accordance with this Section 5.1 competition Laws (in particular the information provided by the Purchasers or otherwise pursuant to this Agreement the Group Companies shall be held by Purchasers and their Representatives in accordance withnot enable (or, if so, shall be considered underredacted so that it does not enable) the Vendors or any member of the Vendors Group to predict the Purchasers’ or the Group Companies’ or the other members of the Purchasers Group’s future behavior on the market) and (iii) the Vendor or any member of the Vendors Group agree that its relevant Representatives who may have access to the Purchasers’ or the Group Companies’ or the other members of the Purchasers Group’s information shall be bound by appropriate confidentiality agreements and have been made aware of the potential risks related to the exchange of sensitive information and of appropriate/inappropriate conduct during compliance trainings, and shall the information so received may be subject to used by the terms of, Vendors (or relevant member of the Confidentiality AgreementVendors Group) solely for the purpose for which it was provided. (b) For the purpose of complying with the provisions of Clause 7.1(a), during the same time, the Purchasers agree that not to, and to cause their Affiliates and the Group Companies not to, destroy or otherwise dispose of any permitted investigation undertaken by Purchasers pursuant files, books, registers, records and documents relating to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers Group Companies or the Transferred EntitiesSuzhou Business, and Purchasers and their representatives shall not communicate with any of for the employees of Sellers or the Transferred Entities period prior to Completion without the prior written consent of Sellers. Notwithstanding anything the Vendors Representative (which may request, in such case, delivery of such records to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any LawsVendors at their expense). (c) At The Vendors agrees to provide the Purchasers and after the Closing Datemembers of the Purchasers Group mutatis mutandis access and assistance as set forth in Clause 7.1(a) above, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent it holds information relating to the Business which is reasonably required by the Purchasers and the members of the Purchasers Group and to the extent necessary in the event that the Purchasers or such access may be reasonably requested relevant member of the Purchasers Group is subject to any investigation by Sellersor demand from Authorities or involved in any claim or proceedings. For the purpose of complying with the provisions of this Clause 7.1(c), including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d)provisions of Clause 7.1(b) shall apply mutatis mutandis. (d) Purchasers agree More generally, nothing in this Section 7 (Post Completion Obligations) shall be interpreted to hold all impose any obligation on any Party to exchange any competitive information, if the Books and Records existence of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose such an obligation would be in violation of any thereof for a period of seven (7) years from the Closing Date applicable mandatory antitrust Laws or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersregulations.

Access to Books and Records. (a) After Subject to Section 5.1(a)(xi), from the date of this Agreement hereof until the earlier of the Closing or termination of this AgreementAgreement and the Merger Closing Date, Sellers shall afford the Company will provide Squirrel HoldCo and its authorized Representatives reasonably acceptable to Representatives of Purchasers the Company (the “Squirrel HoldCo’s Representatives”) with reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law hours, and upon reasonable notice, to the offices, properties, senior personnel, and all financial books and records (including Tax records) of the Company in accordance order for Squirrel HoldCo to have the opportunity to make such investigation as it will reasonably desire in connection with the procedures established by Sellersconsummation of the transactions contemplated hereby; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to exercising access rights under this Section 5.1(a)5.2, Squirrel HoldCo and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Squirrel HoldCo’s Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall will not be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation conduct of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any business of the employees of Sellers or the Transferred Entities without the prior written consent of SellersCompany. Notwithstanding anything contained herein to the contrary in this Agreementcontrary, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, no such access or disclosure examination will be permitted to the extent that it would jeopardize require the Company to disclose information subject to attorney-client privilege of or attorney work-product privilege or similar privilege or protection applicable to such Party information or related documents, conflict with any of its Affiliates third-party confidentiality obligations to which the Company is bound, or contravene violate any Laws. applicable Law. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.2will qualify or limit any representation or warranty set forth herein or the conditions to the Merger Closing set forth in Section 8.3(a). No more than five (c5) At and after Business Days prior to the Closing DateReorganization Closing, Purchasers shallthe Company will provide Squirrel Cayman a funds flow memorandum (including all amounts, payees, and shall cause their Affiliates towiring information) satisfactory to Squirrel Cayman, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access setting forth all payments to the books, records, properties and employees be made by or on behalf of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including Company in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d)respect of Outstanding Company Expenses. (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After To the date of this Agreement until the earlier of the Closing or termination of this Agreementextent reasonably requested by Buyer, Sellers shall afford provide Buyer access and the right to Representatives of Purchasers reasonable access copy from and after any Closing Date any books and records relating to the Books Assets but not included in the Assets. To the extent reasonably requested by Sellers, Buyer shall provide Sellers access and Records the right to copy from and after the applicable Closing Date any books and records relating to the Assets that are included in the Assets. Buyer and Sellers shall each retain any such books and records, for a period of three years (or such longer period as may be required by law or good business practice) following the Transferred Entities’ Businesses during normal business hours consistent with applicable Law Final Closing Date. Subject to and in accordance with the procedures established terms of this Section 6.9, Sellers shall cause its accountants regularly servicing Sellers to conduct audits and reviews of Sellers' financial information as Buyer may reasonably determine is necessary to satisfy Buyer's due diligence, including, without limitation, (a) causing Sellers' auditors to permit Buyer's auditors to have access to Sellers' auditor's work papers, and (b) causing Sellers' auditors to consent to such access by Buyer. Under no circumstance shall the preparation of any financial statements pursuant to such audits and reviews (i) require any Seller to change or modify any accounting policy, (ii) cause any unreasonable disruption in the business or operations of any Station, or (iii) cause any delay that is more than de minimis in any internal reporting requirements of any Seller. All costs and expenses incurred in connection with the preparation of (and assimilation of relevant information for) the audits and reviews of financial information shall be paid by Sellers; provided, howeverBuyer shall promptly pay upon presentation of any invoice, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which as a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation non-refundable prepayment of the Business by Sellers or the Transferred EntitiesPurchase Price, and Purchasers and their representatives shall not communicate for all charges incurred in connection with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity audit to the extent relating to work performed on or after July 26, 1999 (such charges, the "Section 6.9 Amount") (it being understood that such access the hourly charges of Sellers' accountants for the period of time for which Buyer is responsible may be reasonably requested greater than the hourly charges incurred by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At From and after the Closing DateClosing, Purchasers for a period of seven (7) years, the Purchaser shall, and shall cause their Affiliates the Surviving Corporation to, afford Sellers provide the Stockholder Representative, the Stockholders and their representativesauthorized representatives with reasonable access, during normal business hours, hours and upon reasonable advance notice, full access at the sole expense of the Stockholder Representative or the Stockholders, to (i) the booksbooks and records (for the purpose of examining and copying) of the Surviving Corporation and its Subsidiaries with respect to periods or occurrences prior to or on the Closing Date, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including required in connection with (x) the preparation of any Tax Returns or with any audit thereof, (y) any financial statements reporting related to the operations of the Company or any of its Subsidiaries prior to the Closing, or (z) any Action involving the Stockholders relating to the operation of the business of the Company or any of its Subsidiaries prior to the Closing, unless such Action could reasonably be expected to give rise to a proceeding before Purchaser Party making an indemnity claim pursuant to Article IX, in which event the Independent Accounting Firm Purchaser's obligations under Section 2.5(d9.04 shall supersede its obligations under this clause (z). , and (dii) Purchasers agree employees of the Purchaser for purposes of better understanding such books and records; provided that, notwithstanding the foregoing, such access does not unreasonably interfere with the normal operations of the Purchaser, the Surviving Corporation and their Subsidiaries. Unless otherwise consented to hold all in writing by the Books Stockholder Representative, the Purchaser shall use its commercially reasonable efforts not to, and Records of each Transferred Entity’s Business existing on shall use its commercially reasonable efforts to not permit the Closing Date and not to destroy Surviving Corporation or dispose of any thereof its Subsidiaries to, for a period of seven (7) years from following the Closing Date, destroy, alter or otherwise dispose of any of the books and records of the Company or its Subsidiaries for any period prior to the Closing Date without first giving reasonable prior notice to the Stockholder Representative and offering to surrender to the Stockholder Representative such books and records or such longer time as any portion thereof which the Purchaser or the Surviving Corporation may intend to destroy, alter or dispose of; provided, however, that any electronic books or records of the Surviving Corporation may be required by Lawmaintained, destroyed or disposed of pursuant to the Purchaser's ordinary course archiving and thereafter, if they desire to destroy or dispose electronic record retention policies notwithstanding the prohibitions of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersthis Section 8.01.

Access to Books and Records. (a) After the date Closing for a period of this Agreement until six years, Buyer and Worldspan shall, upon Sellers’ reasonable request from time to time, and upon reasonable notice, in connection with the earlier preparation by Sellers or their respective Affiliates of the Closing or termination of this Agreement, Tax Returns and for such other purposes as Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; providedreasonably request, however, that (i) no Seller or Transferred Entity shall be required (A) provide to violate any obligation the officers and other authorized representatives of confidentiality to which a Seller or a Transferred Entity or any of Sellers and their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representativesreasonable access, during normal business hours, upon reasonable noticeto any and all premises, full access to the properties, files, books, records, properties documents and employees other information of each Transferred Entity Worldspan and its Subsidiaries relating to periods prior to the extent that such access may be reasonably requested by SellersClosing, including in connection with (B) cause Buyer’s officers and the officers of Worldspan and its Subsidiaries to furnish to Sellers and their respective authorized representatives any and all financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree and other information pertaining to hold all the Books Worldspan and Records of each Transferred Entity’s Business existing on its Subsidiaries relating to periods prior to the Closing Date and not (C) make available to destroy or dispose Sellers and their respective authorized representatives personnel of Buyer, Worldspan and its Subsidiaries to consult with such personnel, and (ii) make available for inspection and copying by Sellers at Sellers’ expense true and complete copies of any thereof documents relating to the foregoing. In exercising their rights under the foregoing provisions of this Section 11.11, Sellers and their respective representatives shall not interfere with Buyer’s, Worldspan’s or its Subsidiaries’ normal operations. Following the Closing for a period of seven (7) years from the Closing Date or such longer time as may be required by Lawsix years, and thereafter, if they desire to destroy or Buyer shall ensure that Worldspan shall not dispose of such Books or destroy the files, books, records and Records, documents of Worldspan and its Subsidiaries relating to offer first in writing at least sixty (60) days periods prior to Closing without first giving Sellers 60 Business Days prior written notice of such disposal or destruction and, at the request and expense of Sellers, shall deliver to Sellers any of such files, books, records and documents relating to periods prior to Closing that Sellers may reasonably request. Notwithstanding the foregoing, this Section 11.11 shall not apply to any dispute or disposition to surrender them to Sellersconflict between Buyer and Sellers or any of their respective Affiliates.

Access to Books and Records. (a) After the date of this Agreement until the earlier Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the Closing or termination financial operations of this Agreement, Sellers shall afford to Representatives of Purchasers the Borrower and provide the Administrative Agent and its representatives and advisors reasonable access to the Books all such books and Records records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Transferred Entities’ Businesses Pool Assets, during normal regular business hours consistent hours, in order that the Administrative Agent may upon reasonable prior notice and with applicable Law reasonable frequency, but in any event, so long as no Event of Default has occurred and in accordance is continuing, no more than one (1) time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent and its respective representatives and advisors to confer with the procedures established officers of the Borrower and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower, all for the purpose of verifying the accuracy of the various reports delivered by Sellersthe Borrower to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and to conduct examinations of and to monitor the Pool Assets (other than with respect to all of the “Collateral” as defined in the Long Form Mortgage, as to which the provisions of Section 2.04 of the Long Form Mortgage shall apply), in each case at the expense of the Borrower (provided that the Borrower shall not be required to pay the expenses of more than one (1) such visit a year unless an Event of Default has occurred and is continuing); provided, however, that (a) any such inspection of Aircraft (i) no Seller or Transferred Entity shall be required limited to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a)the Pool Assets, and (ii) Sellers shall make availablebe a visual, walk-around inspection and (iii) may not include opening any panels, bays or the like and (b) no exercise of any inspection rights provided for in this Section 5.07 shall interfere with the normal operation or maintenance of any Aircraft by, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms business of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.Borrower..

Access to Books and Records. (a) After During the period from the date of this Agreement until the Closing Date or the earlier of the Closing or termination of this AgreementAgreement pursuant to Section 8.01, Sellers shall afford to Representatives each of Purchasers reasonable the Seller and the Company will provide Buyer and its and their respective authorized representatives (collectively, “Buyer’s Representatives”) with access to (a) the Books and Records offices, properties, contracts, books, records and, to the extent permitted by the Seller, the systems of the Transferred Entities’ Businesses during normal Company as reasonably requested by Buyer in order for Buyer to have the opportunity to make such investigation as it reasonably desires to make of the affairs of the Company (except that Buyer will conduct no physically invasive sampling or testing, including soil or groundwater sampling, without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed)) and (y) all officers and management-level employees of the Company for discussion of the business hours consistent with applicable Law operations and in accordance with personnel of the procedures established by SellersCompany; provided, however, that (i) no Seller or Transferred Entity in each case, such access shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files provided only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject during normal business hours upon reasonable advance notice to the terms ofCompany, under the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to supervision of the access granted under Section 5.1(a) shall be conducted Company’s personnel and in such a manner as not to interfere unreasonably with the operation normal operations of such the Business Company. All requests by Sellers Buyer or Xxxxx’s Representatives for access pursuant to this Section 6.02 shall be submitted or directed exclusively to the Transferred Entities, and Purchasers and their representatives shall not communicate with any of Seller or such other individuals as the employees of Sellers or the Transferred Entities without the prior written consent of SellersCompany may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor (a) the Transferred Entities shall Company will not be required to provide access disclose any information to Buyer or disclose information where, upon the advice of counsel, Buyer’s Representatives if such access or disclosure would (i) jeopardize the any attorney-client or other legal privilege of such Party or any of its Affiliates or (ii) contravene any applicable Laws. , fiduciary duty or agreement entered into prior to the date hereof and (cb) At and after prior to the Closing Date, Purchasers shallwithout the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), neither Buyer nor any of Buyer’s Representatives shall contact or cause to be contacted any customers of the Company concerning the transactions contemplated hereby. Buyer acknowledges that it is and remains bound by the Confidentiality and Non-Disclosure Agreement, dated September 15, 2021, between Amedisys, Inc. and HouseWorks, LLC (the “Confidentiality Agreement”), and that Buyer shall cause their Affiliates toBuyer’s Representatives to abide by the terms of the Confidentiality Agreement; provided, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to that in the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on event the Closing Date is consummated, the Confidentiality Agreement shall be terminated and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, become null and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersvoid.

Access to Books and Records. For a period of five (a5) After years after the date of this Agreement until the earlier of the Closing or termination of this AgreementClosing, Sellers and Buyers shall afford to Representatives of Purchasers provide each other with reasonable access to and the Books and Records right to make copies of the Transferred Entitiessuch of Sellers’, Buyers’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a)Affiliates’ books, records and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject relating primarily to the terms ofBusinesses, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to Purchased Subsidiaries, the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers Acquired Assets, Assumed Liabilities or the Transferred EntitiesExcluded Liabilities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may reasonably be reasonably requested required by Sellers, including such Party in connection with the Assumed Liabilities or the Excluded Liabilities or other matters relating to the operation of the Businesses and the Acquired Assets, or for use in permitting the requesting Party properly to effect financial statements reporting, Tax return preparation, or a proceeding before Tax compliance matters. In addition, Exopack, Sellers and Buyers shall make available to the Independent Accounting Firm under Section 2.5(d). (d) Purchasers other Party, upon the other Party’s reasonable request, personnel of Exopack or such Seller or Buyer who are familiar with any such matter requested; provided, however, that the Persons seeking such access shall use commercially reasonable efforts to interfere to the least extent possible with the operations and business of the Parties. Buyers agree to hold preserve and keep all of the Books material books and Records records of each Transferred Entity’s Business existing on the Closing Date and not Businesses included in the Acquired Assets or relating to destroy or dispose of any thereof the Purchased Subsidiaries for a period of seven not less than (75) five years from after the Closing Date Date. Prior to disposing of any such books, records or files, Buyers shall afford Sellers a reasonable opportunity to segregate, remove or copy such longer time books, records and files as Sellers may select and at Sellers’ expense. The Party exercising this right of access shall be required solely responsible for any costs or expenses incurred by Law, and thereafter, if they desire it pursuant to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersthis Section 5.01.

Access to Books and Records. (a) After During the period from the date of this Agreement until the earlier of the Closing or the earlier termination of this AgreementAgreement pursuant to Section 7.01 hereof, Sellers the Company shall afford to Representatives provide Parent and its representatives, advisors and prospective lenders and each of Purchasers reasonable their respective representatives (“Parent’s Representatives”) with access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent and upon reasonable notice to the offices, employees, properties, books and records of the Company as it reasonably requests, and the Company shall use reasonable efforts to cause its employees and representatives to cooperate with applicable Law Parent and Parent’s Representatives in accordance connection with Parent’s access to the foregoing; provided that such access does not unreasonably interfere with the procedures established by Sellersnormal operations of the Company; provided, however, provided further that (i) no Seller or Transferred Entity all requests for such access shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject directed to the terms of, Company CFO or such other Person as the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant Company may designate in writing from time to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellerstime. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities Company shall not be required to provide access disclose any information to or disclose information where, upon the advice of counsel, Parent if such access or disclosure would be reasonably likely to (y) jeopardize the any attorney-client or other legal privilege of such Party or any of its Affiliates or (z) contravene any applicable Laws. , fiduciary duty, agreement or confidentiality obligations binding upon the Company prior to the date hereof; provided that the Company shall request, but shall not be required to obtain, a waiver of any such confidentiality obligations upon Parent’s reasonable request; provided, further, that the Company will disclose any such information to Parent if Parent agrees to be bound by the terms of any confidentiality agreement applicable to the Company. The Company does not make any representation or warranty as to the accuracy of any information (cif any) At provided pursuant to this Section 5.02, other than as expressly set forth in the Company’s representations and after warranties contained in Article 3. Prior to the Closing DateClosing, Purchasers shallthe information provided pursuant to this Section 5.02 will be used solely for purposes relating to the transactions contemplated hereby and Parent’s rights hereunder, and shall cause their Affiliates tobe governed by all the terms and conditions of the Confidentiality Agreement, afford Sellers dated January 22, 2008, between Tornier Inc. and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to Company (the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d“Confidentiality Agreement”). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After The Borrower and the date Guarantors will make and keep books, records and accounts in which full, true and correct entries in conformity with GAAP are made of this Agreement until the earlier all financial dealings and transactions in relation to its business and activities, including, without limitation, an accurate and fair reflection of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books transactions and Records dispositions of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law assets of the Borrower and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality AgreementGuarantors. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant The Borrower and the Guarantors will permit, to the access granted under Section 5.1(aextent not prohibited by applicable law or contractual obligations, any representatives designated by the Administrative Agent or any Governmental Authority that is authorized to supervise or regulate the operations of a Lender, as designated by such Lender, upon reasonable prior written notice and, so long as no Event of Default has occurred and is continuing, at no out-of-pocket cost to the Borrower and the Guarantors, to (x) visit and inspect the Collateral and the properties of the Borrower and the Guarantors, (y) examine its books and records, and (z) discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested (it being understood that a representative of the Borrower will be present) subject to any restrictions in any applicable Collateral Document; provided that if an Event of Default has occurred and is continuing, the Borrower and the Guarantors shall be conducted in such a manner as not to interfere unreasonably with responsible for the operation reasonable costs and expenses of any visits of the Business by Sellers or Administrative Agent and the Transferred EntitiesLenders, acting together (but not separately); provided, further, that with respect to Collateral and Purchasers matters relating thereto, the rights of Administrative Agent and their representatives shall not communicate with any the Lenders under this Section 5.13 shall, subject to the inspection provisions of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything applicable Collateral Documents, be limited to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, following: upon the advice request of counselthe Administrative Agent, such access or disclosure would jeopardize the attorney-client privilege of such Party applicable Grantor will permit the Administrative Agent or any of its Affiliates agents or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, at reasonable times and intervals upon reasonable prior notice, to (x) visit during normal business hourshours its offices, upon reasonable notice, full access to the books, records, sites and properties and employees (y) inspect any documents relating to (i) the existence of each Transferred Entity such Collateral, (ii) with respect to Collateral other than Pledged Routes, Pledged Slots and Pledged Gate Leaseholds, the condition of such Collateral, and (iii) the validity, perfection and priority of the Liens on such Collateral, and to discuss such matters with its officers, except to the extent that the disclosure of any such access may be reasonably requested by Sellers, including document or any such discussion would result in the applicable Grantor’s violation of its contractual or legal obligations. All confidential or proprietary information obtained in connection with financial statements any such visit, inspection or a proceeding before discussion shall be held confidential by the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree Administrative Agent and each agent or representative thereof and shall not be furnished or disclosed by any of them to hold all the Books anyone other than their respective bank examiners, auditors, accountants, agents and Records of each Transferred Entity’s Business existing on the Closing Date legal counsel, and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time except as may be required by Lawany court or administrative agency or by any statute, and thereafterrule, if they desire to destroy regulation or dispose order of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersany Governmental Authority.

Access to Books and Records. (a1) After From the date of this Agreement until the earlier of the Closing or termination of this Agreementhereof through Closing, Sellers Seller shall afford to Representatives of Purchasers reasonable give Buyer and Buyer’s counsel, accountants and other representatives full access to all of Seller’s offices, properties, books, contracts, commitments, records and affairs relating to the Books Assets or the Facility so that Buyer may inspect and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, audit them and shall be subject furnish to Buyer a copy of all documents and information concerning the terms ofproperties and affairs of Seller, the Confidentiality AgreementFacility or the Assets as Buyer may request. If any such books, records and materials are in the custody of third parties, Seller shall direct such third parties to promptly provide them to Buyer. Copies of documents furnished to Buyer by Seller will be returned by Buyer upon request if the transaction is not consummated. Seller shall provide Buyer promptly with interim financial statements of Seller and any other management reports, as and when they are available. (b2) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) Following Closing, Buyer shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entitiespermit Seller’s representatives (including, without limitation, its counsel and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representativesauditors), during normal business hours, upon to have reasonable noticeaccess to, full and examine and make copies of, all books and records of the Facility which relate to transactions or events occurring through Closing. Buyer’s reasonable out-of-pocket costs associated with the delivery of the requested documents shall be paid by Seller. (3) Following Closing, Seller shall permit Buyer and its representatives (including, without limitation, its counsel and auditors), to have access to, and examine and make copies of, all books and records relating to the booksFacility or Assets, which books and records are retained by Seller and which relate to transactions or events occurring prior to Closing. For a period of five (5) years after Closing or such longer period as may be mandated by law, Seller agrees that, prior to the destruction or disposition of any such books or records, properties Seller shall provide not less than forty-five (45) days, nor more than ninety (90) days, prior written notice to Buyer of such proposed destruction or disposal. If Buyer desires to obtain any such documents or records, it may do so by notifying Seller in writing at any time prior to the date scheduled for such destruction or disposal. In such event, Seller shall not destroy such documents or records and employees the parties shall then promptly arrange for the delivery of each Transferred Entity such documents or records to Buyer, its successors or assigns. Seller’s reasonable out-of-pocket costs associated with the delivery of the requested documents or records shall be paid by Buyer. (4) For a period of eighteen (18) months following Closing, to the extent that requested by Buyer in connection with (a) any audit of the financial statements of Seller relating to the Facility; (b) any separate presentation to be prepared by Buyer or any of its affiliates of the financial statements relating to the Facility (including, without limitation, any such access may separate presentation of the Facility as a “significant subsidiary” or a “Facility acquired” within the meaning of the accounting rules of the Securities Act and/or the Exchange Act (each as defined below), and/or the rules and regulations promulgated under either such act); or (c) any presentation to be prepared by Buyer or any of its affiliates of the pro forma effects of Buyer’s acquisition of the Facility, in each case, Seller shall, and shall cause its accountants to, (i) cooperate in the preparation of such financial statements or pro forma presentation, including, the execution and delivery of any management or other audit letters reasonably requested by SellersBuyer’s auditors, including and (ii) provide, or cause to be provided, any records or other information requested by Buyer or any of its affiliates in connection with therewith, to the extent they are not included in the Assets, as well as access to, and the cooperation of, Seller’s accountants and work papers relating to financial statements or a proceeding before of Seller, at the Independent Accounting Firm under Section 2.5(d)cost and expense of Buyer. (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After From the date of this Agreement hereof until the earlier Closing Date, the Company shall provide the Purchaser and its Subsidiaries and any of the Closing or termination of this Agreementtheir respective designated officers, Sellers shall afford to Representatives of Purchasers directors, managers, principals, attorneys, accountants, consultants, investment bankers, financial advisors, Financing Sources, agents and employees (in each case, as applicable, “Representatives”) with reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance upon reasonable written notice to the offices, properties, personnel, books and records of the Company and its Subsidiaries and to such other information relating to the business of the Company and its Subsidiaries as the Purchaser may from time to time reasonably request (it being understood and agreed that each Purchaser’s Representative shall be deemed a “Representative” under the Confidentiality Agreement); provided that, notwithstanding the foregoing, (a) such access does not unreasonably interfere with the procedures established by Sellers; providednormal operations of the Company or its Subsidiaries, howeverand (b) nothing herein shall require the Company to provide access to, that or to disclose any information to, the Purchaser or any of the Purchaser’s Representatives if such access or disclosure would reasonably be expected to (i) no Seller waive any legal privilege or Transferred Entity shall (ii) be required to violate in violation of applicable Law (including the HSR Act) or the provisions of any obligation of confidentiality agreement to which a Seller or a Transferred Entity the Company or any of their respective Affiliates may be subject its Subsidiaries is a party (provided that, in discharging their obligations the case of clauses (i) and (ii), the Company shall use its commercially reasonable efforts to provide such access or make such disclosure (or as much of it as possible) in a manner that does not have such consequences). The Purchaser acknowledges that Purchaser is and remains bound by the Confidentiality Agreement, between Fortress Investment Group LLC and the Company, dated as of April 21, 2017 (the “Confidentiality Agreement”). All requests for information made pursuant to this Section 5.1(a)7.02 shall be directed to the Person designated by the Company in a written notice given to the Purchaser. Prior to the Closing, (x) the information provided pursuant to this Section 7.02 may be used by the Purchaser and its Affiliates and their respective Representatives solely for the purpose of effecting the transactions contemplated by this Agreement, and will otherwise be governed by all the terms and conditions of the Confidentiality Agreement, and (iiy) all information relating to the Purchaser or its Affiliates received by the Company, the Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers Representative or their respective Affiliates or Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms ofdisclosure, use and other restrictions set forth in the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant Agreement with respect to the access granted under Section 5.1(a) shall be conducted in such a manner information as not if such restrictions applied to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellerssuch Persons. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At From and after the Closing DateClosing, Purchasers the Sellers shall, and shall cause their applicable Affiliates and its and their Representatives to, afford keep confidential and not use for their benefit or for the benefit of any other Person, any and all non-public information relating to the Purchaser and its Affiliates (including the Company and its Subsidiaries), and the Sellers and their representatives, during normal business hours, upon reasonable notice, full shall provide or cause to be provided access to the books, records and employees (including such information as is necessary or advisable for the preparation by the Purchaser of any filing under the Securities Act or periodic reports under the Exchange Act), and retain or cause to be retained, books and records, properties in each case as to such access and employees of each Transferred Entity retention relating to the extent that such access may be reasonably requested by Sellers, including Company and its Subsidiaries in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree respect of periods prior to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersDate.

Access to Books and Records. (a) After the date of this Agreement until the earlier of Prior to the Closing or termination of this Agreementthe Seller shall permit Purchaser's staff, Sellers shall afford to Representatives of Purchasers reasonable agents, appraisers, lenders, engineers, environmental consultants and architects (collectively "Agents") access to the Books and Records of the Transferred Entities’ Businesses Premises during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that provided that: (i) no the Purchaser shall give to the Seller or Transferred Entity at least two business days' advance notice of such inspection; (ii) any such inspection shall be required not impede to violate any obligation a material extent the normal day to day operations of confidentiality to which a Seller or a Transferred Entity or any the Premises and the Tenant’s operation of their respective Affiliates may be subject businesses in discharging their obligations pursuant to this Section 5.1(a), lease premises and (iiiii) Sellers a representative of the Seller shall make availableaccompany the Purchaser and/or its Agents in any such inspection of the Premises, or cause unless otherwise agreed to by the Transferred Entities Seller. The Seller shall endeavor to make availablesuch representative reasonably available for such inspections. The Purchaser hereby agrees to indemnify, Transferred Entity Employee personnel files only after hold harmless and defend the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers Seller and their Representatives in accordance withthe Condominium from and against any and all claims, shall be considered underdamages, liabilities, costs and shall be subject expenses (including reasonable attorney's fees and disbursements) to the terms ofextent incurred by the Seller as a consequence of any such inspection of the Premises by the Purchaser and/or its Agents, except if caused by the Confidentiality Agreementgross negligence or recklessness of Seller and/or Seller’s agents, Tenants and/or occupants. This indemnification shall survive the Closing. Notwithstanding the foregoing, this indemnity shall not be applicable to any pre-existing condition except to the extent exacerbated by Purchaser and/or its Agents. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant The Seller hereby agrees, provided it is at no material cost to the access granted under Section 5.1(a) shall be conducted Seller, to make available to the Purchaser and its Agents and accountants for their review and copying, upon at least two business days advance notice to the Seller, the books and records of the Seller to the extent in such a manner as not the possession or control of the Seller and/or its managing agent and/or any other agents of the Seller, relating to interfere unreasonably with the Tenants and the maintenance and operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of SellersPremises. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent The Seller agrees that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d)examination of Seller's books and records, the Purchaser's accountants may make such tests of the accounting records and undertake such other auditing procedures as the Purchaser's accountants consider necessary in the circumstances. Prior to the Closing, any such information contained in the books and records for the Premises shall be kept confidential by the Purchaser, its Agents and accountants, except as otherwise approved by the Seller. (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this AgreementClosing, Sellers shall afford Buyer shall, upon Seller's request from time to Representatives of Purchasers time, and upon reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and notice, in accordance connection with the procedures established preparation by Sellers; providedSeller or its Affiliates of Tax returns and for such other purposes as Seller shall reasonably request, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (iiA) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject provide to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation officers and other authorized representatives of the Business by Sellers or the Transferred Entities, Seller and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At timely and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representativesfull access, during normal business hours, upon reasonable noticeto any and all premises, full access to the properties, files, books, records, properties documents and employees other information of each Transferred Entity the Companies and the Company Subsidiaries, (B) cause its officers and the officers of the Companies and the Company Subsidiaries to furnish to Seller and its authorized representatives copies of any and all financial, technical and operating data and other information pertaining to the extent that Companies and the Company Subsidiaries and (C) make available to Seller and its authorized representatives personnel of Buyer, the Companies and the Company Subsidiaries to consult with Seller and its authorized representatives and (ii) make available for inspection and copying by Seller at Seller's expense true and complete copies of any documents relating to the foregoing. In exercising their rights under the foregoing provisions of this Section 10.11(a), Seller and its representatives shall not interfere with Buyer's, the Companies' or any Company Subsidiary's normal operations, and as applicable, shall enter into any such access may be confidentiality agreement as the party providing the information shall reasonably requested by Sellersrequire. Buyer shall cause the Companies and the Company Subsidiaries to retain the files, including in connection with financial statements or a proceeding before books, records and documents of the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all Companies and the Books and Records of each Transferred Entity’s Business existing on Company Subsidiaries for at least six years after the Closing Date and not to destroy or dispose Date. Thereafter, Buyer shall give Seller at least 60 business days prior written notice of the proposed destruction of any thereof for a period such files, books, records or documents and, at the request and expense of seven (7) years from the Closing Date or such longer time as may be required by LawSeller, and thereafter, if they desire shall deliver to destroy or dispose Seller any of such Books and Recordsfiles, to offer first in writing at least sixty (60) days prior to such destruction books, records or disposition to surrender them to Sellersdocuments that Seller may request.

Access to Books and Records. (a) After During the period from the date of this Agreement until the earlier of the Closing or the earlier termination of this AgreementAgreement pursuant to Section 7.01 hereof, Sellers shall afford to Representatives of Purchasers the Company will provide Parent and its authorized representatives (“Parent’s Representatives”) with reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance upon reasonable notice to the offices, properties, books and records of the Company and its Subsidiaries (other than books and records relating to the negotiation of this Agreement and the process leading to the execution of this Agreement) to the extent relating to the transition of the Company’s business to Parent and the consummation of the Merger and the other transactions contemplated hereby, including any Financing; provided that such access does not unreasonably interfere with the procedures established by Sellersnormal operations of the Company; provided, however, further that (i) no Seller all requests for such access will be directed to Xxxx Xxxx at the Company or Transferred Entity shall be required such other Person as the Company may designate in writing from time to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellerstime. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall Company will not be required to provide access disclose any information to or disclose information where, upon the advice of counsel, Parent if such access or disclosure would be reasonably likely to (a) jeopardize the any attorney-client or other legal privilege of such Party or any of its Affiliates or (b) contravene any applicable Laws. . None of the Company, Representative or the Holders make any representation or warranty as to the accuracy of any information (cif any) At provided pursuant to this Section 5.02 and after the Closing Date, Purchasers shallSection 8.12, and shall cause their Affiliates toneither Parent nor Merger Sub may rely on the accuracy of any such information, afford Sellers in each case other than as expressly set forth in the Company’s representations and their representativeswarranties contained in Article 3. The information provided pursuant to this Section 5.02 will be used solely for the purposes set forth above and such use will be governed by all the terms and conditions of the Confidentiality Agreement, during normal business hoursdated May 12, upon reasonable notice2011, full access to by and between Parent and the books, records, properties and employees of each Transferred Entity to Company (the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d“Confidentiality Agreement”). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in Section 8.07, from the date hereof until the Effective Time, the Company shall provide the Purchaser and its authorized representatives (the “Purchaser’s Representatives”) with reasonable access during normal business hours and upon reasonable notice, at the Purchaser’s expense, to the offices, properties, senior executives, employees, contracts, books and records of the Company and its Subsidiaries and shall promptly furnish to the Purchaser and the Purchaser’s Representatives all other information concerning its business, properties and personnel as the Purchaser may reasonably request, in each case in order for the Purchaser to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company and its Subsidiaries; provided that, notwithstanding the foregoing, (a) such access does not unreasonably interfere with the normal operations of the Company or its Subsidiaries, (b) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, neither Sellers nor Agreement and (c) nothing herein shall require the Transferred Entities shall be required Company to provide access to, or to or disclose any information whereto, upon the advice of counsel, Purchaser if such access or disclosure would jeopardize be reasonably likely to (i) cause significant competitive harm to the attorney-client Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) waive any legal privilege or (iii) be in violation of such Party applicable Law (including the HSR Act and other Antitrust Laws) or the provisions of any agreement to which the Company or any of its Affiliates Subsidiaries is a party; provided, further, that the Company shall promptly notify the Purchaser of the fact that it is withholding any such access or contravene any Laws. (c) At information and after thereafter shall cooperate with the Closing Date, Purchasers shall, Purchaser and shall use commercially reasonable efforts to cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full such access or information to be provided to the booksPurchaser and the Purchaser’s Representatives in a manner that would not reasonably be expected to cause any such competitive harm (including by entering in to a “clean team” or similar agreement), recordsresult in any such waiver of legal privilege (including by entering into a common interest or joint defense agreement) or violate any such Law or the provisions of any such agreement. The Purchaser acknowledges that the Purchaser is and remains bound by the Confidentiality Agreement, properties between the Purchaser and employees of each Transferred Entity the Company dated March 9, 2015 (the “Confidentiality Agreement”). The access and information provided pursuant to this Section 7.02 shall not (i) limit or otherwise affect any rights or remedies 45 available to the extent that such access may Purchaser or (ii) be reasonably requested by Sellersdeemed to amend or supplement the Disclosure Schedules or prevent or cure any misrepresentation, including in connection with financial statements breach of warranty or a proceeding before the Independent Accounting Firm under Section 2.5(d)breach of covenant. (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a1) After From the date of this Agreement until the earlier of the Closing or termination of this Agreementhereof through Closing, Sellers Seller shall afford to Representatives of Purchasers reasonable give Buyer and Buyer’s counsel, accountants and other representatives full access to all of Seller’s offices, properties, books, contracts, commitments, records and affairs relating to the Books Assets or the Facility so that Buyer may inspect and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, audit them and shall be subject furnish to Buyer a copy of all documents and information concerning the terms ofproperties and affairs of Seller, the Confidentiality AgreementFacility or the Assets as Buyer may request. If any such books, records and materials are in the custody of third parties, Seller shall direct such third parties to promptly provide them to Buyer. Copies of documents furnished to Buyer by Seller will be returned by Buyer upon request if the transaction is not consummated. Seller shall provide Buyer promptly with interim financial statements of Seller and any other management reports, as and when they are available. (b2) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) Following Closing, Buyer shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entitiespermit Seller’s representatives (including, without limitation, its counsel and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representativesauditors), during normal business hours, upon to have reasonable noticeaccess to, full access and examine and make copies of, all books and records of the Facility which relate to transactions or events occurring through Closing. Buyer’s reasonable out-of-pocket costs associated with the books, records, properties and employees delivery of each Transferred Entity to the extent that such access may requested documents shall be reasonably requested paid by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d)Seller. (d3) Purchasers agree Following Closing, Seller shall permit Buyer and its representatives (including, without limitation, its counsel and auditors), to hold have access to, and examine and make copies of, all books and records relating to the Books Facility or Assets, which books and Records of each Transferred Entity’s Business existing on the Closing Date records are retained by Seller and not which relate to destroy transactions or dispose of any thereof for events occurring prior to Closing. For a period of seven five (75) years from the after Closing Date or such longer time period as may be required mandated by Lawlaw, and thereafterSeller agrees that, if they desire prior to destroy the destruction or dispose disposition of any such books or records, Seller shall provide not less than forty-five (45) days, nor more than ninety (90) days, prior written notice to Buyer of such Books and Recordsproposed destruction or disposal. If Buyer desires to obtain any such documents or records, to offer first it may do so by notifying Seller in writing at least sixty (60) days any time prior to the date scheduled for such destruction or disposition disposal. In such event, Seller shall not destroy such documents or records and the parties shall then promptly arrange for the delivery of such documents or records to surrender them to SellersBuyer, its successors or assigns. Seller’s reasonable out-of-pocket costs associated with the delivery of the requested documents or records shall be paid by Buyer.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At From and after the Closing DateClosing, Purchasers for a period of six (6) years (or a shorter period of time to the extent consistent with the Buyer’s generally applicable document retention policies then in effect) the Buyer shall, and shall cause their Affiliates the Vionic Entities to, afford Sellers upon reasonable written notice and their where Sellers’ Representative has a legitimate business purpose for so requesting, provide the Sellers’ Representative and its authorized representatives, with commercially reasonable access, during normal business hours, upon reasonable notice, full access to the books, records, properties books and employees records (for the purpose of each Transferred Entity examining and copying) of the Vionic Entities with respect to periods or occurrences prior to the Closing Date to the extent such books and records are reasonably relevant (as determined by Buyer, acting reasonably) (a) to the Sellers’ status as equityholders of the Companies during such period or (b) with respect to any claims made against or incurred by the Sellers (but excluding any claim or dispute relating to or arising out of this Agreement or the Transactions), subject to customary confidentiality protections; provided, that such access may does not interfere in any material respect with the normal operations of the Vionic Entities; and provided, further that in no event shall Buyer or its Affiliates be reasonably requested required to take any action that would constitute a waiver of the attorney-client or other privilege; and provided, further, that in no event shall Buyer or its Affiliates be required to supply Sellers’ Representative or its agents with any information that Buyer or its Affiliates (in Buyer’s reasonable judgment) are under a legal obligation not to supply. Unless otherwise consented to in writing by the Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all Buyer shall not, and shall not permit the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof Vionic Entities to, for a period of seven six (76) years from following the Closing Date (or such longer shorter period of time as is consistent with the Buyer’s generally applicable document retention policies then in effect), destroy, alter or otherwise dispose of any of the books and records of the Vionic Entities for any period prior to the Closing Date without first giving reasonable prior notice to the Sellers and offering the Sellers the opportunity to copy the books and records or any portion thereof which the Buyer or the Vionic Entities may be required by Lawintend to destroy, and thereafter, if they desire to destroy alter or dispose of. For the avoidance of such Books doubt, this Section 8.05(a) shall not apply to Tax books and Recordsrecords, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellerswhich are the subject of Section 8.04(g).

Access to Books and Records. (a) After From the date of this Agreement until the earlier of to the Closing or termination of this AgreementDate, Sellers Seller shall, and shall cause its Subsidiaries (including the Acquired Group Companies) to, to the extent permitted by applicable Law, afford to Representatives of Purchasers Purchaser reasonable access to the Books books, records, properties and Records employees, in each case solely to the extent related to the Business (including access to the accounting work papers for the Audited Financial Statements (subject to the execution of the Transferred Entities’ Businesses customary hold harmless and confidentiality letters)), during normal business hours consistent with applicable Law hours, upon reasonable written notice and in accordance with the reasonable procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing DateSeller. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree Purchaser further agrees that any permitted investigation undertaken by Purchasers Purchaser pursuant to the access granted under this Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred EntitiesBusiness, and Purchasers Purchaser and their representatives its Representatives (i) shall provide Seller with reasonable notice of material communications with any of the directors, officers or other employees of any Seller Person, which notice shall specify the nature and purpose of and other relevant details concerning such communications, and (ii) shall not communicate with any customers, vendors or clients of the employees of Sellers Business with respect to the Business or the Transferred Entities transactions contemplated by this Agreement and the Ancillary Agreements, without the prior written consent of SellersSeller, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary in this Agreement, neither Sellers including this Section 5.1(a), no Seller Person nor the Transferred Entities any Acquired Group Company shall be required to provide access to or disclose information whereinformation, where upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates party or contravene any Lawsapplicable Laws or obligations of confidentiality (provided that Seller uses commercially reasonable efforts to communicate, to the extent feasible, such information in a way so as not to jeopardize such attorney client privilege or contravene any applicable Laws or obligations or confidentiality). (cb) At and after For five (5) years following the Closing DateClosing, Purchasers Purchaser shall, and shall cause their Affiliates its Subsidiaries to, to the extent permitted by applicable Law, afford Sellers to Representatives of Seller reasonable access to the books, records (including employee and their representativespersonnel records), properties and employees of the Business during normal business hours, upon reasonable noticenotice and in accordance with the reasonable procedures established by Purchaser, full in connection with the preparation of financial statements, Taxes, including the preparation of any Tax Return or conduct of any Tax Proceeding, and U.S. Securities and Exchange Commission reporting obligations; provided, however, that any such access shall be conducted in such a manner as to not unreasonably interfere with the operations of the Business. Notwithstanding anything to the contrary in this Agreement, including this Section 5.1(b), neither Purchaser nor any Affiliate of Purchaser shall be required to provide access to or disclose information, where upon the booksadvice of counsel, recordssuch access or disclosure would jeopardize the attorney-client privilege of such party or contravene any applicable Laws or obligations of confidentiality (provided that Purchaser uses commercially reasonable efforts to communicate, properties and employees of each Transferred Entity to the extent that feasible, such access may be reasonably requested by Sellers, including information in connection with financial statements a way so as not to jeopardize such attorney client privilege or a proceeding before the Independent Accounting Firm under Section 2.5(dcontravene any applicable Laws or obligations or confidentiality). (dc) Purchasers agree Purchaser agrees to hold all the books and records of the Acquired Group Companies and the Transferred Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to knowingly and intentionally destroy or dispose of any thereof for a period of seven five (75) years from the Closing Date or such longer time as may be required by applicable Law, and thereafter, if they desire it desires to destroy or dispose of such Books books and Recordsrecords, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersSeller.

Access to Books and Records. (a) After From the date of this Agreement hereof until the earlier of the Closing or the earlier termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours Company, consistent with applicable Law and in accordance with the procedures established by Sellers; providedLaw, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates its Subsidiaries to, afford Sellers provide Parent and their its authorized agents or representatives, during normal business hoursincluding its independent accountants, with reasonable access at all reasonable times and upon reasonable notice, full access advance notice to the booksoffices, recordsproperties, properties the individuals set forth on Annex 7.02, Permits, Contracts, books and employees records of the Company and its Subsidiaries that Parent may reasonably request; provided, that such access is permissible under applicable Law, does not jeopardize the health and safety of any employee of the Company or its Subsidiaries, does not unreasonably interfere with the normal operations of the Company and its Subsidiaries and is not requested or made (x) in connection with any pending or threatened dispute between or among the parties hereto or (y) for Parent to discover or initiate a claim or to exercise a remedy hereunder; provided, further, that all requests for access shall be directed to the individual set forth on Annex 7.02 (as representative for the Company) or such other person(s) as the representative for the Company may designate from time to time (such individual set forth on Annex 7.02 and any person so designated by such person, each Transferred Entity an “Authorized Representative”); and provided, further, that such access shall not extend to any (a) environmental sampling or testing or invasive or subsurface investigation, (b) trade secrets or other competitively sensitive information or (c) any information that is subject to any applicable attorney-client, work product or other privilege (provided, that the Company shall use reasonable best efforts to make alternative arrangements to disclose such privileged information in a manner that does not waive or violate such privilege, including, as applicable and appropriate, by disclosure (i) subject to execution of a joint defense agreement in customary form, (ii) through a “clean team” arrangement in customary form, (iii) by redacting solely the information that cannot be disclosed or (iv) through any combination of the above or other arrangements as are reasonably acceptable to Parent and the Company). None of the Company, any Subsidiary of the Company, the Unitholder or any Optionholder, the Representative nor any other Person makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 7.02, and neither Parent, Merger Sub nor any other Person may rely on the accuracy of any such information, in each case, other than to the extent that such access may expressly provided in the representations and warranties of the Company expressly and specifically set forth in Article V, as qualified by the Disclosure Schedules (subject to Section 13.06). The information provided pursuant to this Section 7.02 will be reasonably requested governed by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books terms and Records conditions of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersConfidentiality Agreement.

Access to Books and Records. (a) After During the period from the date of this Agreement until the earlier of the Closing or the termination of this AgreementAgreement in accordance with its terms, Sellers Seller shall afford to Purchaser and its Representatives of Purchasers reasonable access to the Books books, records, properties and Records employees, in each case to the extent relating to the Business for purposes of furthering the Transferred Entities’ Businesses Sale and the other transactions contemplated hereby, during normal business hours consistent with applicable Law hours, upon reasonable advance written notice and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing DateSeller. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree Purchaser further agrees that any permitted investigation undertaken by Purchasers Purchaser pursuant to the access granted under this Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers and under the supervision of Seller’s designated personnel. All of the books, records and other information to which Purchaser or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of its Representatives is provided access pursuant to this Section 5.1(a) shall be treated as “Evaluation Material” pursuant to the employees terms of Sellers or the Transferred Entities without Confidentiality Agreement, the prior written consent provisions of Sellerswhich are by this reference hereby incorporated herein. Notwithstanding the foregoing or anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities Seller shall not be required to provide access to or disclose to Purchaser or its Representatives any information whereif: (i) Seller or any of its Affiliates, upon on the advice one hand, and Purchaser or any of counselits Affiliates, on the other hand, are adverse parties in any Action and such information is reasonably pertinent thereto; (ii) such access or disclosure would would, in Seller’s reasonable discretion, jeopardize the attorney-client client, work product or similar privilege of such Party Seller or any of its Affiliates or contravene any Lawsapplicable Laws or Orders of a Governmental Entity of competent jurisdiction; or (iii) it relates to the sale process with respect to the Business or the possible sale of the Business to any other third parties prior to the date hereof; provided, further, that if disclosure is restricted pursuant to the foregoing, Seller shall, to the extent legally permissible, and reasonably practicable, cooperate with Purchaser and make appropriate substitute arrangements. The auditors and independent accountants of Seller shall not be obligated to make any work papers available to Purchaser or its Representatives under this Agreement unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. (cb) At and after the Closing DateClosing, Purchasers Purchaser shall, and shall cause their its Affiliates to, afford Sellers to Seller and their representatives, during normal business hours, upon its Representatives reasonable notice, full access to the books, records, properties and employees of the Business (including the Transferred Books and Records, the Transferred Business Employee Records and the Transferred Marketing Materials) and such cooperation and assistance as shall be reasonably required, in each case, to enable Seller and its Affiliates to comply with applicable Law, stock exchange rules and financial reporting requirements and for any other reasonable business purpose, including in respect of third party litigation and insurance matters, but excluding disputes under this Agreement or any Ancillary Agreement. Seller further agrees that any permitted investigation undertaken by Seller pursuant to the access granted under this Section 5.1(b) shall be conducted in such a manner as not to interfere unreasonably with the operation of Purchaser’s business and under the supervision of Purchaser’s designated personnel. Notwithstanding the foregoing or anything to the contrary in this Agreement, Purchaser shall not be required to provide access to or disclose to Seller or its Representatives any information if: (i) Purchaser or any of its Affiliates, on the one hand, and Seller or any of its Affiliates, on the other hand, are adverse parties in any Action and such information is reasonably pertinent thereto; (ii) such access or disclosure would, in Purchaser’s reasonable discretion, jeopardize attorney-client, work product or similar privilege of Purchaser or any of its Affiliates or contravene any applicable Laws, Orders of a Governmental Entity of competent jurisdiction, fiduciary duties, or contractual obligations of confidentiality; (iii) such access or disclosure would disclose a trade secret (including source code); (iv) Purchaser reasonably determines that such information should not be so disclosed due to its competitively sensitive nature; or (v) it relates to Taxes or Tax Returns, other than information solely related to a Transferred Entity Asset or the Business for a Pre-Closing Tax Period; provided, further, that if disclosure is restricted pursuant to the foregoing, Purchaser shall, to the extent that legally permissible, reasonably necessary and reasonably practicable, cooperate with Seller and make appropriate substitute arrangements. The auditors and independent accountants of Purchaser shall not be obligated to make any work papers available to Seller or its Representatives under this Agreement unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access may be to work papers in form and substance reasonably requested by Sellersacceptable to such auditors or independent accountants. (c) For a period of six (6) years after the Closing, including Seller shall hold and not destroy or dispose of, and, to the extent applicable, shall cause its Affiliates to, provide Purchaser with copies of or access to (as determined in the sole discretion of Seller) any Books and Records that are not Transferred Books and Records, in each case, to the extent (i) relating to, held for use with or used in connection with financial statements the Business and (ii) in Seller’s or any of its applicable Affiliates’ possession or control as of such time (such Books and Records, collectively, the “Commingled Books and Records”); provided, however, that (A) neither Seller nor its Affiliates, as applicable, shall be required to provide copies of or access to any Commingled Books and Records to the extent providing such copies or access would, in Seller’s reasonable discretion and determined in good faith, jeopardize attorney-client, work product or similar privilege of Seller or its Affiliates or contravene any applicable Laws or Orders of a proceeding before Governmental Entity of competent jurisdiction, provided that in such event, Seller shall, to the Independent Accounting Firm extent legally permissible, and reasonably practicable, cooperate with Purchaser and make appropriate substitute arrangements, (B) for the avoidance of doubt, prior to providing copies or access to Purchaser under this Section 2.5(d5.1(c), Seller and any of its Affiliates shall be entitled to redact or remove any information in any Commingled Books and Records to the extent such information is (x) not Related to the Business or (y) relating to, held for use with or used in connection with an Excluded Asset or Excluded Liability, (C) Seller and its Affiliates shall only be required to provide copies of or access to the Commingled Books and Records that have not otherwise been provided or made available to Purchaser, and (D) Purchaser shall comply with all applicable Data Protection Laws with respect to such copies or access. (d) Purchasers For a period of six (6) years after the Closing, Seller shall hold and not destroy or dispose of, and, to the extent applicable, shall cause its Affiliates to, provide Purchaser with copies of or access to (as determined in the sole discretion of Seller) any employee or personnel files that are not Transferred Business Employee Records, in each case, to the extent (i) relating to a Transferred Employee and (ii) in Seller’s or any of its Affiliates’ possession or control as of such time (such employee or personnel files, collectively, the “Commingled Employee Records”); provided, that (A) neither Seller nor its Affiliates shall be required to provide copies of or access to any Commingled Employee Records to the extent providing such copies or access would, in Seller’s reasonable discretion and determined in good faith, jeopardize attorney-client, work product or similar privilege of Seller or its Affiliates or contravene any applicable Laws or Orders of a Governmental Entity of competent jurisdiction, provided that in such event, Seller shall, to the extent legally permissible, and reasonably practicable, cooperate with Purchaser and make appropriate substitute arrangements, (B) for the avoidance of doubt, prior to providing copies or access to Purchaser under this Section 5.1(d), Seller and any of its Affiliates shall be entitled to redact or remove any information in any Commingled Employee Records to the extent such information is (x) not Related to the Business or relating to any Transferred Employee, (C) Seller and its Affiliates shall only be required to provide copies of or access to the Commingled Employee Records that have not otherwise been provided or made available to Purchaser, and (D) Purchaser shall comply with all applicable Data Protection Laws with respect to such copies or access. (e) Notwithstanding anything to the contrary contained in this Agreement, the Parties acknowledge and agree that Seller and its Affiliates shall be entitled to hold all (i) keep copies of any Transferred Books and Records, any Transferred Business Employee Records, any Transferred Marketing Materials, any Transferred Contracts or any other documents or materials transferred to Purchaser as part of the Transferred Assets for operational, legal, Tax, regulatory or record-keeping purposes or in order to comply with applicable Laws, Seller’s or its Affiliates’ internal policies and procedures as in effect on the date of this Agreement or any applicable contractual obligations under a Contract in effect on the date of this Agreement that is not a Transferred Contract, subject to the confidentiality obligations hereunder, (ii) redact or remove any information in any such Transferred Books and Records or any other documents or materials transferred to Purchaser as part of each the Transferred Entity’s Assets to the extent not Related to the Business existing on or (iii) redact or remove any information in the Closing Date and Transferred Business Employee Records to the extent not relating to destroy or dispose of any thereof for Transferred Employee. (f) For a period of seven six (76) years from the Closing Date or such longer time as may be required by applicable Law, Purchaser agrees to hold and thereafternot to destroy or dispose of the Transferred Books and Records, the Transferred Business Employee Records, the Transferred Marketing Materials and all other Books and Records transferred to Purchaser or any of its Affiliates as part of the Transferred Assets. Following the expiration of such period, if they desire Purchaser or any of its Affiliates desires to destroy or dispose of such Books books and Recordsrecords, to offer first in writing at least sixty solely upon written request of Seller delivered within thirty (6030) days prior to the expiration of such destruction or disposition six-year period, Purchaser shall offer to surrender them such books and records to SellersSeller. (g) From and after the Closing, subject to, at the reasonable written request of Seller, the execution of a customary common interest or similar agreement by Purchaser or the taking of such other actions by Purchaser as Seller deems reasonably necessary to preserve any attorney-client, work product or similar privilege, Seller shall, and shall cause its applicable Affiliates to, provide Purchaser with copies of or access to (as determined in the sole discretion of Seller) the portion of any Privileged Seller Documents that are (i) reasonably necessary (as determined by Seller in good faith) for Purchaser to prosecute, contest or defend any Action that is pending or threatened prior to the Closing and is Related to the Business or would otherwise constitute an Assumed Liability (such Actions, collectively, the “Pre-Closing Business Actions”) and (ii) in Seller’s or one of its Affiliates’ possession or control as of such time (such documents, the “Privileged Business Documents”); provided, further, that (A) neither Seller nor its Affiliates shall be required to provide copies of or access to any Privileged Business Documents to the extent providing such copies or access would, in Seller’s reasonable discretion and determined in good faith, jeopardize attorney-client, work product or similar privilege of Seller or its Affiliates (notwithstanding the delivery of a common interest agreement or similar agreement or the taking of such other actions by Purchaser as contemplated under this Section 5.1(g)) or contravene any applicable Laws or Orders of a Governmental Entity of competent jurisdiction, (B) for the avoidance of doubt, prior to providing copies or access to Purchaser under this Section 5.1(g), Seller and any of its Affiliates shall be entitled to redact or remove any information in any Privileged Business Documents to the extent not relating to the Pre-Closing Business Action, (C) Seller shall only be required to provide copies of or access to the Privileged Business Documents that have not otherwise been provided or made available to Purchaser, and (D) Purchaser shall comply with all applicable Data Protection Laws with respect to such copies or access.

Access to Books and Records. (a) After the date For a period of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that seven (i7) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after years following the Closing Date, Purchasers Buyer shall, and shall cause the Buyer Entities, Transferred Subsidiaries and their Affiliates to, retain and afford Sellers to the Seller Entities and their representativesAffiliates, their counsel and their accountants, during normal business hours, hours and upon reasonable advance notice, full reasonable access to the books, recordsrecords and other data of the Business and of the Business Assets with respect to the period prior to the Closing Date and, properties and employees in the case of each any Transferred Entity Subsidiary, with respect to the applicable current taxable period, to the extent that such access may be reasonably requested required by Sellersany Seller Entity to facilitate (i) the preparation and timely filing by a Seller Entity of such Tax Returns as it may be required to file with respect to the operations of the Business or the preparation and timely filing of such Tax Returns as such Seller Entity shall bear responsibility for preparing pursuant to Section 11.4 of this Agreement, including the making of any election related to Taxes or in connection with financial statements any audit, amended return, claim for refund or any suit or proceeding with respect thereto, (ii) the investigation, litigation and final disposition of any claims, suits or proceedings which may have been or may be made against any Seller Entity in connection with the Business, (iii) the payment of any amount in connection with any liabilities or obligations with respect to the Business which have been retained by the Seller Entities, and (iv) any indemnification claims made under ARTICLE 10 hereof or the defense thereof. Buyer will not, and will cause the Buyer Entities, Transferred Subsidiaries and their Affiliates not to, dispose of, alter or destroy any such material, books and records without giving thirty (30) days' prior notice to Seller to permit Seller, at its expense, to examine, duplicate or repossess such books and records. (b) On and after the Closing Date, Buyer shall and shall cause the Buyer Subsidiaries, Transferred Subsidiaries and their Affiliates to further cooperate with the Seller Entities in the preparation for and prosecution of the defense of any audit, claim, action or cause of action arising out of or relating to any liabilities of the Business which have not been assumed by the Buyer Entities including, without limitation, by making available evidence within the control of the Buyer Entities, Transferred Subsidiaries and their Affiliates, and Persons needed as witnesses employed by the Buyer Entities, Transferred Subsidiaries and their Affiliates, in each case as reasonably needed for such defense. Seller shall reimburse the applicable Buyer Entity, Transferred Subsidiary or Affiliate for its reasonable, direct out-of-pocket costs relating to its cooperation under this Section 11.1(b). (c) For the period required under Seller's record retention policy, following the Closing Date, Seller shall retain and afford, and will cause the Seller Subsidiaries to retain and afford, to the Buyer Entities, the Transferred Subsidiaries, their Affiliates and their counsel and accountants, during normal business hours and upon reasonable advance notice, reasonable access to the books, records and other data of the Seller Entities with respect to the period prior to the Closing Date, such retention (including the books, records and data to be retained) to be made in accordance with the Seller's Record Retention Policies disclosed to Buyer to the extent that such access may be reasonably required by a Buyer Entity, Transferred Subsidiary or their Affiliates to facilitate (i) the preparation by such Buyer Entity, Transferred Subsidiary or Affiliate of such tax returns as it may be required to file with respect to the operations of the Business, the making of any election relating to taxes or in connection with any audit, amended return, claim for refund or any suit or proceeding before with respect thereto, (ii) the Independent Accounting Firm investigation, litigation and final disposition of any material claims, suits or proceedings which may have been or may be made against such Buyer Entity, Transferred Subsidiary or Affiliate in connection with the Business, (iii) the payment of any amount in connection with any liabilities or obligations with respect to the Business which have been assumed by the Buyer Entities, and (iv) any indemnification claims made under Section 2.5(d)ARTICLE 10 hereof or the defense thereof. Seller will not, and will cause the Seller Subsidiaries and their Affiliates not to, dispose of, alter or destroy any such material, books and records without giving thirty (30) days' prior notice to Buyer, at its expense, to examine, duplicate or repossess such books and records. (d) Purchasers agree Seller further agrees to, and cause the Seller Subsidiaries and their Affiliates to, cooperate with Buyer in the preparation for and prosecution of the defense of any audit, claim, action or cause of action arising out of or relating to hold all any liability relating to the Books and Records of each Transferred Entity’s Business existing on which arose prior to the Closing Date and not to destroy which has been assumed by a Buyer Entity including, without limitation, by making available evidence within the control of a Seller Entity or dispose of any thereof its Affiliate and persons needed as witnesses employed by a Seller Entity or its Affiliate, in each case as reasonably needed for a period of seven (7) years from the Closing Date or such longer time as may be required by Lawdefense, and thereafter, if they desire Buyer shall reimburse such Seller Entity or Affiliate for its reasonable direct out-of- pocket costs relating to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersits cooperation under this Section 11.1(d).

Access to Books and Records. (a) After The Borrower and the date Guarantors will make and keep books, records and accounts in which full, true and correct entries in conformity with GAAP are made of this Agreement until the earlier all financial dealings and transactions in relation to its business and activities, including, without limitation, an accurate and fair reflection of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books transactions and Records dispositions of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law assets of the Borrower and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality AgreementGuarantors. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant The Borrower and the Guarantors will permit, to the access granted under Section 5.1(a) extent not prohibited by applicable law or contractual obligations, any representatives designated by the Administrative Agent or any Governmental Authority that is authorized to supervise or regulate the operations of a Lender, as designated by such Lender, upon reasonable prior written notice and, so long as no Event of Default has occurred and is continuing, at no out‑of‑pocket cost to the Borrower and the Guarantors, to visit and inspect the properties of each of the Borrower and the Guarantors, to examine its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested (it being understood that a representative of the Borrower will be present); provided that if an Event of Default has occurred and is continuing, the Borrower and the Guarantors shall be conducted in such a manner as not to interfere unreasonably with responsible for the operation reasonable costs and expenses of any visits of the Business by Sellers or Administrative Agent and the Transferred EntitiesLenders, acting together (but not separately) provided, further that with respect to Collateral and Purchasers matters relating thereto, the rights of Administrative Agent and their representatives the Lenders under this Section 5.10 shall not communicate with any be limited to the following: upon request of the employees of Sellers or Administrative Agent, the Transferred Entities without applicable Grantor will permit the prior written consent of Sellers. Notwithstanding anything to the contrary in this AgreementAdministrative Agent, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates agents or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, at reasonable times and intervals upon reasonable prior notice, to visit during normal business hourshours its offices and sites and inspect any documents relating to (i) the existence of such Collateral, upon reasonable notice(ii) with respect to Collateral other than Pledged Route Authorities, full access Pledged Slots and Pledged Foreign Gate Leaseholds, the condition of such Collateral, and (iii) the validity, perfection and priority of the Liens on such Collateral, and to the booksdiscuss such matters with its officers, records, properties and employees of each Transferred Entity except to the extent that the disclosure of any such access may be reasonably requested by Sellers, including document or any such discussion shall result in the applicable Grantor’s violation of its contractual or legal obligations. All confidential or proprietary information obtained in connection with financial statements any such visit, inspection or a proceeding before discussion shall be held confidential by the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree Administrative Agent and each agent or representative thereof and shall not be furnished or disclosed by any of them to hold all the Books anyone other than their respective bank examiners, auditors, accountants, agents and Records of each Transferred Entity’s Business existing on the Closing Date legal counsel, and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time except as may be required by Lawan order of any court or administrative agency or by any statute, and thereafterrule, if they desire to destroy regulation or dispose order of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersany Governmental Authority.

Access to Books and Records. (a) After Subject to Section 8.06, from the date of this Agreement hereof until the earlier of Closing Date, the Closing or termination of this Agreement, Sellers Company shall afford to Representatives of Purchasers provide the Purchaser and its authorized representatives (the “Purchaser’s Representatives”) with reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with and upon reasonable notice to the offices, properties, Senior Personnel, any employee who is a party to any Ancillary Agreement, any Specified Employee (during the Specified Period only), any Accepting Specified Employee, any Considering Specified Employee (during the Specified Period and each Extension Period applicable Law and to such Considering Specified Employee) or any Person who is included in accordance with the procedures established by Sellers; provided, however, that clause (i) of the definition of Knowledge, books and records of the Company and its Subsidiaries in order for the Purchaser to have the opportunity to make such investigation as it shall reasonably desire of the affairs of the Company and its Subsidiaries; provided that, notwithstanding the foregoing, (a) such access does not unreasonably interfere with the normal operations of the Company or its Subsidiaries, (b) Purchaser and its authorized representatives shall have no Seller right to perform environmental sampling or Transferred Entity shall be required to violate any obligation testing or other invasive or subsurface investigations of confidentiality to which a Seller the properties or a Transferred Entity facilities of the Company or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a)its Subsidiaries, and (iic) Sellers such access shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted occur in such a manner as not the Company reasonably determines to interfere unreasonably with be appropriate to protect the operation confidentiality of the Business transactions contemplated by Sellers or the Transferred Entitiesthis Agreement, and Purchasers and their representatives (d) nothing herein shall not communicate with require the Company to provide access to, or to disclose any information to, the Purchaser or any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, Purchaser’s Representatives if such access or disclosure would jeopardize reasonably be expected to (i) cause significant competitive harm to the attorney-client privilege Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) waive any legal privilege, or (iii) be in violation of such Party or any applicable Law (including the HSR Act and other antitrust Laws). The Purchaser acknowledges that the Purchaser is and remains bound by that certain Confidentiality Agreement, dated as of its Affiliates or contravene any Laws. September 13, 2017 (c) At as amended from time to time, the “Confidentiality Agreement”), by and after between Purchaser and AMAG Pharmaceuticals, Inc. (“AMAG”). The information provided pursuant to this Section 7.02 will be used solely for the Closing Date, Purchasers shallpurpose of effecting the transactions contemplated by this Agreement, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may will be reasonably requested governed by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books terms and Records conditions of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersConfidentiality Agreement.

Access to Books and Records. (a) After the date of this Agreement until the earlier Closing, and subject to the requirements of applicable Laws, to the Closing or termination of this Agreementextent reasonably practicable Parent shall, Sellers and shall cause the Transferred Entities to, afford to Representatives of Purchasers Purchaser reasonable access access, upon reasonable request and notice and solely for purposes of furthering the transactions contemplated by this Agreement and the Ancillary Agreements, to the Books books and Records records of the Transferred Entities’ Businesses Business (other than with respect to any Carrier Assets or Carrier Liabilities), during normal business hours hours, consistent with applicable Law and in accordance with the reasonable procedures established by SellersParent; provided, however, that (i) no Seller none of Parent or the Transferred Entity Entities shall be required to violate make available (i) Business Employee personnel files until after the Closing Date (it being understood that any obligation Business Employee personnel files that constitute Carrier Assets will not be transferred to the Transferred Entities) or (ii) medical records, workers’ compensation records, the results of confidentiality any drug testing or other sensitive or personal information if doing so could reasonably be expected to result in a violation of applicable Law; and provided, further, that access under this Section 5.1(a) may be limited by Parent or the Transferred Entities to the extent (A) reasonably necessary (x) for Parent and the Transferred Entities to comply with any applicable COVID-19 Measures or (y) for such access, in light of COVID-19 or COVID-19 Measures, not to jeopardize the health and safety of any of Parent’s or the Transferred Entities’ respective Representatives or commercial partners (provided, that, in the case of each of clauses (x) and (y), Parent shall, and shall cause the Transferred Entities to, use commercially reasonable efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in a manner without risking the health and safety of such Persons or violating such COVID-19 Measures); (B) any requested books and records of the Business are stored in an offsite archive location pursuant to the ordinary course document storage policies of Parent and its Affiliates; (C) any applicable law or regulation requires Parent or the Transferred Entities to restrict or otherwise prohibit access to such documents or information; (D) access to a Contract to which a Seller Parent or a any Transferred Entity is a party or otherwise bound would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (E) access would result in the disclosure of any trade secrets of third Persons; or (F) such documents or information are reasonably pertinent to any adverse Action between the Parent and its Affiliates, on the one hand, and the Seller Group and its Affiliates, on the other hand. Purchaser shall indemnify and hold Parent and its Affiliates harmless against any Liabilities arising out of or relating to any transfer requested by or on behalf of Purchaser or its Affiliates of any such personnel files. Nothing in this Section 5.1 will be construed to require Parent, the Transferred Entities or any of their respective Affiliates may be subject in discharging their obligations pursuant Representatives to this Section 5.1(a)prepare any reports, and (ii) Sellers shall make availableanalyses, appraisals, opinions or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Dateother information. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject Notwithstanding anything to the terms ofcontrary in this Agreement, prior to the Confidentiality AgreementClosing, Purchaser and its Representatives shall not conduct any Phase II Environmental Site Assessment or conduct any sampling or testing of soil, sediment, surface water, ground water or building material at, on, under or within any facility or property of Parent or any of its Affiliates, including the Business Leased Real Property. (b) Purchasers agree Purchaser agrees that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, any other business of Parent or its Affiliates. Purchaser and Purchasers and their representatives its Representatives shall not communicate with any of the employees of Sellers Parent or the Transferred Entities its Affiliates without the prior written consent of SellersParent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Sellers Parent nor the Transferred Entities any of its Affiliates shall be required to provide access to or disclose information whereif, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client or other applicable legal privilege or protection of such Party or any of its Affiliates party or contravene any Laws, contracts or obligation of confidentiality; provided that Parent shall use commercially reasonable efforts to make mutually acceptable alternative disclosure arrangements to permit disclosure to Purchaser to evaluate such information that would not jeopardize the attorney-client or other applicable legal privilege or protection of Parent. (c) At and after the Closing DateClosing, Purchasers except for Tax Returns and other documents governed by Section 7.4(c) and subject to the requirements of applicable Laws and the limitations set forth in the provisos (mutatis mutandis) to Section 5.1(a), Purchaser shall, and shall cause their Affiliates the Transferred Entities to, afford Sellers Parent and their representativesits Representatives, during normal business hours, upon reasonable request and advance notice, full reasonable access to the books, records, properties and employees of each Transferred Entity and the Business to the extent that such access may be reasonably requested by Sellersfor reasonable business purposes, including in connection with financial statements statements, corporate records, Taxes relating to a pre-Closing period, any potential Action or investigation by or before a proceeding before Governmental Entity (including in connection with the Independent Accounting Firm matters covered under Section 2.5(d)5.11) and SEC or other Governmental Entity reporting obligations; provided, that nothing in this Agreement shall limit any rights of discovery of Parent or its Affiliates. (d) Purchasers agree At and after the Closing, except for Tax Returns and other documents governed by Section 7.4(c) and subject to hold the requirements of applicable Laws and the limitations set forth in the provisos (mutatis mutandis) to Section 5.1(a), Parent shall, and shall cause their Affiliates to, afford Purchaser, the Transferred Entities and its respective Representatives, during normal business hours, upon reasonable request and advance notice, reasonable access to the books, records and properties of the Business that are in the possession of Parent or its Subsidiaries to the extent that such access may be reasonably requested for reasonable business purposes, including in connection with financial statements, corporate records, Taxes relating to a post-Closing, any Action or investigation, and any other requirement or request of any Governmental Entity, and compliance with applicable Laws (in each case, other than relating to any dispute or issue between the parties to this Agreement or their Affiliates); provided, that nothing in this Agreement shall limit any rights of discovery of Purchaser or its Affiliates. (e) Except for Tax Returns and other documents governed by Section 7.4(c), Xxxxxxxxx agrees to hold, and to cause the applicable Transferred Entities to hold, all the Books books and Records records of each Transferred Entity’s Entity or the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven six (76) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After the date of this Agreement until the earlier Closing, and subject to the requirements of applicable Laws and applicable Pandemic Measures, Seller shall cause the Closing or termination of this Agreement, Sellers shall Transferred Entities to afford to Representatives of Purchasers Purchaser reasonable access to the Books personnel, books and Records records of the Transferred Entities’ Businesses Business, under the supervision of the personnel of Seller or its Subsidiaries, during normal business hours consistent with applicable Law and in accordance with the procedures established by SellersSeller, in each case, as is reasonably requested in writing by Purchaser or its Representatives for purposes of integration planning following the consummation of the transactions contemplated by this Agreement; provided, however, provided that (i) no none of Seller or the Transferred Entity Entities shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, available Transferred Entity Employee personnel files only until after the Closing Date. Any ; provided, further, that Seller and the Transferred Entities shall not be required to make available medical records, workers compensation records, the results of any drug testing or other sensitive or personal information provided to Purchasers or their Representatives if doing so could result in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance witha violation of applicable Law; provided, shall be considered underfurther, and that any such access shall be subject to feasibility and permissibility under applicable Laws (including any Pandemic Measures). Purchaser shall indemnify and hold Seller and its Affiliates harmless against any Liabilities arising out of or relating to any transfer requested by or on behalf of Purchaser or its Affiliates of any such personnel files. Notwithstanding anything to the contrary contained in this Section 6.1(a), Sellers and the Transferred Entities may withhold any document (or portions thereof) or information (i) that is of a competitively sensitive nature, (ii) that is subject to the terms ofof a non-disclosure agreement or similar undertaking with a third party, (iii) that may constitute privileged attorney-client communications or attorney work product or (iv) if the provision of access to such document (or portion thereof) or information, as determined by Seller or any Transferred Entity in good faith, could reasonably be expected to conflict with applicable Contracts or Laws; provided, that (A) in the case of clause (i), Seller and Purchaser shall use commercially reasonable efforts to identify and pursue a permissible method (such as a “clean room” arrangement) to permit Seller to share such competitively sensitive information and (B) in the case of clauses (ii) through (iv), Seller and Purchaser shall use commercially reasonable efforts to identify and pursue a permissible method of providing such disclosure without violating such Contracts or Laws and without resulting in a loss of such attorney-client privileges or attorney work product protection. All information and documents provided pursuant to this Section 6.1(a) will be subject to the Confidentiality Agreement, and Purchaser acknowledges and agrees that it has and will continue to abide by, and will cause its Representatives to continue to abide by, the terms of such Confidentiality Agreement. (b) Purchasers agree Purchaser agrees that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a6.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, any other business of Seller or its Affiliates. Purchaser and Purchasers its Affiliates and its and their representatives respective Representatives shall not communicate with any of the employees employees, customers, suppliers, financing sources, lenders and other business relations of Sellers Seller or its Affiliates (other than in the Transferred Entities ordinary course of business and unrelated to the transactions contemplated by this Agreement and the Ancillary Agreements) without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any LawsSeller. (c) At and after the Closing DateClosing, Purchasers Purchaser shall, and shall cause their Affiliates its Subsidiaries to, afford Sellers Seller and their representativesits Representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity and the Business to the extent that such access may be reasonably requested by Sellersfor reasonable business purposes, including in connection with financial statements statements, any potential Action or investigation by or before a proceeding before Governmental Entity (including in connection with the Independent Accounting Firm matters covered under Section 2.5(d)6.10) and SEC or other Governmental Entity reporting obligations; provided that nothing in this Agreement shall limit any rights of discovery of Seller or its Affiliates. (d) Purchasers agree Purchaser agrees to hold hold, and to cause the applicable Transferred Entities to hold, all the Books books and Records records of each Transferred Entity’s Entity or the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire any of them desires to destroy or dispose of such Books books and Recordsrecords, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersSeller. (e) Section 6.1(c) and Section 6.1(d) shall not apply to Taxes or Tax matters, which are the subject of Section 8.2.

Access to Books and Records. (a) After From the date of this Agreement hereof until the Effective Time or the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours Company, consistent with applicable Law Law, shall provide the Purchaser and its authorized representatives with reasonable access at all reasonable times and upon reasonable advance notice to the offices, properties, books and records of the Company and its Subsidiaries in accordance with order for the procedures established by SellersPurchaser to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company and its Subsidiaries; provided, howeverthat such access does not unreasonably interfere with the normal operations of the Company; provided, further, that (i) no Seller or Transferred Entity all requests for access shall be required directed to violate Xxxxxx Xxxxxxx & Co. LLC or Xxxxxxxx Inc. (as representative for the Company) or such other person(s) as the Company may designate from time to time; and provided, further, that such access shall not extend to any obligation sampling or analysis of confidentiality soil, groundwater, building materials, indoor air, or other environmental media of the sort generally referred to which as a Seller or “Phase II” environmental investigation. In furtherance of the foregoing, the Company shall, and shall use commercially reasonable efforts to cause Xxxxx Xxxxxxx LLP, to reasonably cooperate with the Purchaser and its independent public accountants, at the Purchaser’s expense (based on the reasonable out-of-pocket costs of the Company and its Subsidiaries), to prepare audited financial statements of the Company and its Subsidiaries, on a Transferred Entity or consolidated basis. Neither the Company nor any of their respective Affiliates may be subject in discharging their obligations the Members or Optionholders nor the Representative makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 5.1(a)7.02, and (ii) Sellers shall make availableneither the Purchaser nor the Merger Sub may rely on the accuracy of any such information, in each case, other than the representations and warranties of the Company expressly and specifically set forth in Article V or cause the Transferred Entities to make availableCompany Closing Certificate, Transferred Entity Employee personnel files only after as qualified by the Closing DateDisclosure Schedules. Any The information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall Section 7.02 will be held by Purchasers and their Representatives in accordance with, shall be considered underused solely for the purpose of effecting the transactions contemplated hereby, and shall will be subject to governed by all the terms of, and conditions of the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At From and after the Closing DateClosing, Purchasers Parent shall, and shall cause their Affiliates to, afford Sellers the Final Surviving Company to reasonably provide Seller and their representativesits agents and advisors with reasonable access (for the purpose of examining and copying), during normal business hours, and upon reasonable advance notice, full access to the books, records, properties books and employees records of each Transferred Entity the Company and its Subsidiaries with respect to periods or occurrences prior to the extent Closing Date for purposes of complying with any applicable tax, financial reporting or regulatory requirements or any other reasonable business purpose; provided, that such access may does not unreasonably interfere with the normal operations of Parent, the Company or any of their respective Subsidiaries, is permissible under applicable Law (after taking into account any applicable COVID-19 Measures) and does not jeopardize the health and safety of any employee of the Company or its Subsidiaries; provided, further, that in no event will Parent or any of its Affiliates be reasonably requested required to provide any books and records that relate solely to Parent or any of its Affiliates (other than the Company and its Subsidiaries). Unless otherwise consented to in writing by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). Seller (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy be unreasonably withheld, conditioned or dispose of any thereof delayed), Parent shall not, and shall cause the Final Surviving Company and its Subsidiaries not to, for a period of seven (7) years from following the Closing Date, destroy, alter or otherwise dispose of any of the books and records of the Company for any period prior to the Closing Date without first offering to surrender to Seller (at Seller’s sole cost) such books and records or such longer time as any portion thereof which Parent or the Final Surviving Company or any of its Subsidiaries may be required by Lawintend to destroy, and thereafter, if they desire to destroy alter or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersof.

Access to Books and Records. For a period of seven (a7) After years after the date of this Agreement until Closing, Buyer shall cause the earlier of the Closing or termination of this Agreement, Sellers shall afford Company Group to Representatives of Purchasers provide Seller and its authorized representatives with reasonable access to (for the Books purpose of examining and Records of the Transferred Entities’ Businesses copying), during normal business hours consistent and upon reasonable prior written notice, to the personnel, books and records of the Company Group with respect to periods or occurrences prior to or on the Closing Date in connection with compliance with applicable Law and in accordance with the procedures established by Sellers; providedLaw, howevertax or accounting purposes or financial statements preparation, that (i) no Seller whether or Transferred Entity shall be required not relating to violate any obligation or arising out of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held or the transactions contemplated hereby (except as restricted by Purchasers any applicable confidentiality obligations of Buyer and/or the Company Group) under the supervision of the Buyer’s or Company’s personnel and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation normal operations of the Business by Sellers or the Transferred EntitiesCompany Group; provided, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreementhowever, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may (i) shall be reasonably requested by Sellerssubject to any applicable Laws relating to privacy or data protection, including in connection with financial statements or a proceeding before (ii) shall not unreasonably disrupt personnel, operations and properties of the Independent Accounting Firm under Section 2.5(d). Company and (diii) Purchasers agree such access shall be subject to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for customary confidentiality obligations. For a period of seven (7) years from after the Closing, unless otherwise consented to in writing by Seller (not to be unreasonably withheld, conditioned or delayed), Buyer shall not, and shall not permit any member of the Company Group to, destroy, alter or otherwise dispose of any books and records of any member of the Company Group, or any portions thereof, relating to periods prior to the Closing Date without first offering to surrender to Seller such books and records or such longer portions thereof and giving Seller a reasonable amount of time to accept such offer. Buyer and the Company Group, on the one hand, and Seller, on the other hand, shall cooperate with and make available to each other and their respective representatives during normal business hours all information, records, data and working papers, and shall permit access to its facilities and personnel, senior management, accountants, and advisors, as may be reasonably required by Lawin connection with any litigation, and thereafterdispute, if they desire to destroy audit, claim, or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersinvestigation.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At From and after the Closing Datefor a period of six (6) years, Purchasers the Purchaser shall, and shall cause their Affiliates each of the Company and its Subsidiaries to, afford provide the Sellers and the Representative and their representativesrespective agents and advisors with reasonable access (for the purpose of examining and copying), during normal business hours, and upon reasonable advance notice, full access to the books, records, properties books and employees records of each Transferred Entity the Company and its Subsidiaries with respect to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements periods or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree occurrences prior to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and reasonable access, during normal business hours, and upon reasonable advance notice, to employees (if any) of each of the Purchaser, the Company and the Company's Subsidiaries, and each of their respective Affiliates for purposes of complying with any applicable tax, financial reporting or regulatory requirements or any other bona fide reasonable business purpose; provided, that such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, shall be subject to destroy or dispose customary confidentiality and securities Laws requirements, is permissible under applicable Law (after taking into account any applicable COVID-19 Measures), does not jeopardize the health and safety of any thereof employee of the Company or its Subsidiaries, and does not jeopardize any attorney-client privilege, protection under the work product doctrine or other legal privilege of the Company or its Subsidiaries (provided, that the Company shall use commercially reasonable efforts to make alternative arrangements to provide such access or information in a manner that does not waive or violate such privilege or protection). Unless otherwise consented to in writing by the Representative, none of the Purchaser, the Company or the Company's Subsidiaries shall, for a period of seven six (76) years from following the Closing Date, destroy, alter or otherwise dispose of any of the books and records of the Company and each of its Subsidiaries for any period prior to the Closing Date without first offering to surrender to the Representative such books and records or such longer time as any portion thereof which the Purchaser or the Company or any of its Subsidiaries may be required by Lawintend to destroy, and thereafter, if they desire to destroy alter or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersof.

Access to Books and Records. (a) After the date of this Agreement until the earlier Maintain or cause to be maintained at all times true and complete books and records of the Closing financial operations of the Borrower, the Guarantors and NBGL and customer lists in connection with the business of the Borrower, the Guarantors and NBGL; and provide the Agent and its representatives (including representatives of the Banks, who shall accompany the Agent and who shall pay their own costs in connection therewith) access to all such books, records and customer lists during regular business hours, in order that the Agent may examine and make abstracts from such books, accounts, records, customer lists and other papers (including, but not limited to, Inventory included in the Borrowing Base) for the purpose of verifying the accuracy of the various reports delivered by the Borrower, the Guarantors or termination of NBGL to the Agent or the Banks pursuant to this Agreement, Sellers for otherwise ascertaining compliance with this Agreement and for such other purposes as the Agent may reasonably request; and at any time and from time to time during regular business hours, permit the Agent and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower with a view to, among other things, ascertaining compliance with the Borrowing Base. The Borrower, the Guarantors and NBGL jointly and severally agree to pay to the Agent the customary per diem rates plus reasonable out-of-pocket expenses for each of the Agent's examiners and the reasonable costs to the Agent with respect to third party examiners, for a total of three examinations per calendar year prior to an Event of Default and for unlimited examinations after an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Agent shall afford to Representatives of Purchasers reasonable be provided with access to the Books and Records all customer lists of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law Borrower, the Guarantors and NBGL and the Agent shall be permitted to copy and use such customer lists, computer programs and data (but not sell such customer lists, computer programs and data) in accordance connection with the procedures established by Sellers; exercise of its rights and remedies under this Agreement and/or the Security Documents. The Borrower, the Guarantors and NBGL each agree not to agree to (and to cause NBGL to agree not to agree to), or suffer the creation of, any Lien on any customer lists, computer programs or data, provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject Agent consents to the terms ofgrant by the Borrower, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant Guarantors and NBGL of rights to access and use of customer lists, computer programs and data to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, Receivables Agent and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including "Collateral Agent" in connection with financial statements or a proceeding before the Independent Accounting Firm under Receivables Agreement Documents pursuant to terms that are substantially the same as those set forth in the immediately preceding two sentences of this Section 2.5(d)5.07. (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After From the date of this Agreement hereof until the earlier of Closing Date, the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable Company will provide Parent and its authorized representatives (“Parent’s Representatives”) with access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and upon reasonable notice to the offices, properties, officers, books and records of the Company and its Subsidiaries in accordance order for Parent to have the opportunity to make such investigation as it reasonably desires to make of the affairs of the Company and its Subsidiaries; provided that (a) such access does not unreasonably interfere with the procedures established by Sellers; providednormal operations of the Company and its Subsidiaries, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the such access granted under Section 5.1(a) shall be conducted occurs in such a manner as not the Company reasonably determines to interfere unreasonably with be appropriate to protect the operation confidentiality of the Business transactions contemplated by Sellers this Agreement and (c) all requests for such access will be directed to Xxxxx Xxxxxxx, Xxxxx Xxxx or such other Person as the Company or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of Representative may designate in writing from time to time (the employees of Sellers or the Transferred Entities without the prior written consent of Sellers“Designated Contacts”). Notwithstanding anything to the contrary in this Agreement, neither Sellers the Company nor the Transferred Entities shall its Subsidiaries will be required to provide access disclose any information to Parent or disclose information where, upon the advice of counsel, Parent’s Representatives if such access or disclosure would be reasonably likely to (x) jeopardize any attorney client or other legal privilege or (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the attorney-client privilege date hereof. The Company does not make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.02, and Parent may not rely on the accuracy of any such Party information, in each case other than as expressly set forth in the Company’s representations and warranties contained in Article IV. Other than the Designated Contacts, Parent is not authorized to and will not (and will cause Parent’s Representatives not to) contact any officer, director, employee, customer, supplier, lessor, lender or other material business relation of the Company or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including Subsidiaries in connection with financial statements the transactions contemplated by this Agreement prior to the Effective Time without the prior written consent of the Company or a proceeding before the Independent Accounting Firm under Representative (which consent shall not be unreasonably withheld, delayed or conditioned). The information provided pursuant to this Section 2.5(d). (d) Purchasers agree to hold 6.02 will be governed by all the Books terms and Records conditions of each Transferred Entity’s Business existing on the Closing Date Mutual Confidentiality Agreement, dated June 30, 2014, by and not to destroy or dispose of any thereof for a period of seven between Tripwire, Inc. and Xxxxxx Inc. (7) years from the Closing Date or such longer time as may be required “Confidentiality Agreement”). Parent acknowledges that it remains bound by Law, and thereafterthe Confidentiality Agreement. Additionally, if they desire this Agreement is terminated pursuant to destroy or dispose Section 9.01, the Confidentiality Agreement will survive the termination of such Books and Records, to offer first this Agreement for the period set forth in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersthe Confidentiality Agreement.

Access to Books and Records. During the Pre-Closing Period, the Company will provide Parent and its authorized representatives (a“Parent’s Representatives”) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable with access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and upon reasonable notice to the offices, properties, books and records, officers and, as expressly approved by the Designated Contacts, such other personnel of the Company and its Subsidiaries in accordance order for Parent to have the opportunity to make such investigation as it reasonably desires to make of the affairs of the Company and its Subsidiaries; provided that (a) such access does not unreasonably interfere with the procedures established by Sellers; providednormal operations of the Company and its Subsidiaries, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the such access granted under Section 5.1(a) shall be conducted occurs in such a manner as not the Company reasonably determines to interfere unreasonably with be appropriate to protect the operation confidentiality of the Business transactions contemplated by Sellers this Agreement and (c) all requests for such access will be directed to Xxxxxx Xxxxx, Xx. and/or Xxxx XxXxxxxx or such other Person as the Company or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of Representative may designate in writing from time to time (the employees of Sellers or the Transferred Entities without the prior written consent of Sellers“Designated Contacts”). Notwithstanding anything to the contrary in this Agreement, neither Sellers the Company nor the Transferred Entities shall its Subsidiaries will be required to provide access disclose any information to Parent or disclose information where, upon the advice of counsel, Parent’s Representatives if such access or disclosure would be reasonably likely to (x) jeopardize any attorney client or other legal privilege (subject to the attorney-client privilege common interest doctrine) or (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date hereof. The Company does not make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.02, and Parent may not rely on the accuracy of any such Party information, in each case other than as expressly set forth in the Company’s representations and warranties contained in Article IV. Other than the Designated Contacts, Parent is not authorized to and will not (and will cause Parent’s Representatives not to) contact (i) any officer, director, employee of the Company or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access Subsidiaries prior to the booksEffective Time or (ii) any customer, recordssupplier, properties and employees lessor, lender or other material business relation of each Transferred Entity the Company or any of its Subsidiaries prior to the extent that such access may Effective Time regarding matters related to the Company, its Subsidiaries or the transactions contemplated by this Agreement, in each case without the prior written consent of the Company. The information provided pursuant to this Section 6.02 will be reasonably requested governed by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books terms and Records conditions of each Transferred Entity’s Business existing on the Closing Date Mutual Confidentiality Agreement, dated July 21, 2014, by and not between the Company and Parent (the “Confidentiality Agreement”). Parent acknowledges that it remains bound by the Confidentiality Agreement. Additionally, if this Agreement is terminated pursuant to destroy or dispose Section 9.01, the Confidentiality Agreement will survive the termination of any thereof this Agreement for a period of seven two (72) years from following the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose date of such Books and Recordstermination (and, notwithstanding anything contained in this Agreement or the Confidentiality Agreement to offer first in writing at least sixty the contrary, the Confidentiality Agreement term will be automatically amended to be extended for such two (602) days prior to such destruction or disposition to surrender them to Sellersyear period).

Access to Books and Records. From the date hereof until the Closing Date, the Company will provide Parent and its authorized representatives (“Parent’s Representatives”) with (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and upon reasonable notice to the offices, properties, books and records, officers and, as expressly approved by the Designated Contacts, such other personnel of the Company and its Subsidiaries in accordance with order for Parent to have the procedures established by Sellersopportunity to make such investigation as it reasonably desires to make of the affairs of the Company and its Subsidiaries; provided, however, provided that (i) no Seller or Transferred Entity shall be required to violate any obligation such access does not unreasonably interfere with the normal operations of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a)the Company and its Subsidiaries, and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the such access granted under Section 5.1(a) shall be conducted occurs in such a manner as not the Company reasonably determines to interfere unreasonably with be appropriate to protect the operation confidentiality of the Business transactions contemplated by Sellers this Agreement and (iii) all requests for such access will be directed to Xxxxxxx Xxxxx, Xxxxx Xxxx or such other Person as the Company or the Transferred EntitiesRepresentative may designate in writing from time to time (the “Designated Contacts”), and Purchasers and their representatives shall not communicate with any (b) within fifteen (15) days after the end of each calendar month after the date hereof, a copy of the employees unaudited monthly consolidated financial statements and (c) a copy of Sellers all material operating and financial reports delivered by the Company or its Subsidiaries to the Transferred Entities without board of directors (or equivalent governing body) of the prior Company and its Subsidiaries during such period and any other written consent reports or written materials prepared by the Company or its Subsidiaries in the ordinary course of Sellersbusiness and reasonably requested by Parent or Parent’s Representatives. Notwithstanding anything to the contrary in this Agreement, neither Sellers the Company nor the Transferred Entities shall its Subsidiaries will be required to provide access disclose any information to Parent or disclose information where, upon the advice of counsel, Parent’s Representatives if such access or disclosure would be reasonably likely to (x) jeopardize any attorney client or other legal privilege (subject to the attorney-client privilege common interest doctrine) or (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date hereof. The Company does not make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.02, and Parent may not rely on the accuracy of any such Party information, in each case other than as expressly set forth in the Company’s representations and warranties contained in Article IV. Other than the Designated Contacts, Parent is not authorized to and will not (and will cause Parent’s Representatives not to) contact (i) any officer, director, employee of the Company or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access Subsidiaries prior to the booksEffective Time or (ii) any customer, recordssupplier, properties and employees lessor, lender or other material business relation of each Transferred Entity the Company or any of its Subsidiaries prior to the extent that such access may Effective Time regarding matters related to the Company, its Subsidiaries or the transactions contemplated by this Agreement, in each case without the prior written consent of the Company or the Representative. The information provided pursuant to this Section 6.02 will be reasonably requested governed by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books terms and Records conditions of each Transferred Entity’s Business existing on the Closing Date Confidentiality Agreement, dated September 20, 2013, by and not between the Company and Parent (the “Confidentiality Agreement”). Parent acknowledges that it remains bound by the Confidentiality Agreement. Additionally, if this Agreement is terminated pursuant to destroy or dispose Section 9.01, the Confidentiality Agreement will survive the termination of any thereof this Agreement for a period of seven two (72) years from following the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose date of such Books and Recordstermination (and, notwithstanding anything contained in this Agreement or the Confidentiality Agreement to offer first in writing at least sixty the contrary, the Confidentiality Agreement term will be automatically amended to be extended for such two (602) days prior to such destruction or disposition to surrender them to Sellersyear period).

Access to Books and Records. (a) After If applicable, during the date term of this Agreement until the earlier and for a period of four (4) years after this Agreement expires or is terminated, each party shall, pursuant to Title 42 of the Closing or termination of this AgreementUnited States Code and applicable rules and regulations promulgated hereunder, Sellers shall afford to Representatives of Purchasers reasonable access to make available, upon appropriate written request by the Books and Records Secretary of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law United States Department of Health and in accordance with Human Services or the procedures established by Sellers; providedComptroller General of the United States General Accounting Office, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations duly authorized representatives, a copy of this Agreement and such books, documents and records as are necessary to certify the nature and extent of the costs of the Anesthesia Services provided by Contractor under this Agreement. Disclosure pursuant to this Section 5.1(a)section shall not be construed as a waiver of any other legal right to which the disclosing party may be entitled under law or regulation. In the event either party is requested to disclose any books, and (ii) Sellers shall make available, records or cause documents for the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers purpose of an audit or their Representatives in accordance with this Section 5.1 or otherwise pursuant investigation relating to this Agreement and the Services provided under this Agreement by Contractor or Contractor’s Anesthesia Provider(s) such party shall be held by Purchasers immediately notify the other party of the nature and their Representatives in accordance with, shall be considered under, scope of the request and shall be subject make available to the terms ofother party, upon receipt of a reasonable written request from such other party, copies of all documents encompassed by the Confidentiality Agreement. request, provided the party making such request pays for the cost of making such copies. Further, if Contractor carried out any of its duties under the Agreement through a further subcontract having a value or cost of $10,000 or more over a twelve-month period or other party, such further subcontract shall contain a clause to the effect that until the expiration of four (b4) Purchasers agree that any permitted investigation undertaken by Purchasers years after the furnishing of such services pursuant to the access granted under Section 5.1(a) such subcontract, or other party shall be conducted in such a manner as not to interfere unreasonably with the operation make available upon written request of the Business by Sellers Secretary, or the Transferred Entities, and Purchasers and their representatives shall not communicate with any upon written request of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this AgreementComptroller General, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At their duly authorized representatives, the subcontract and after the Closing Date, Purchasers shallbooks, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose records of such Books organization that are necessary to verify the nature and Records, to offer first in writing at least sixty (60) days prior to extent of such destruction or disposition to surrender them to Sellerscosts.

Access to Books and Records. (a) After To the extent that Section 1861(v)(1)(I) of the Social Security Act (the “Act”) and associated regulations are applicable to any services rendered pursuant to this Agreement, Buyer and Seller shall each, until 4 years after the date of this Agreement until the earlier services provided, comply with requests by the Comptroller General of the Closing or termination United States, the Secretary of this AgreementHealth and Human Services and their duly appointed representatives for access, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; providedAct, howeverto this Agreement as well as to the books, documents and records of Xxxxx and Seller that (i) no Seller or Transferred Entity shall are necessary to verify the cost of such services. Both parties also agree to make such disclosures as may be required to violate be compliant with or as may be required by Medicare, Medicaid and other federal or state or third party payment programs or government agency with respect to this Agreement. If either party is requested to disclose books, documents or records relevant to this Agreement for audit by such programs, it shall notify the other party of the nature and scope of the request and each party shall make available, upon written request of the other, all such relevant books, documents or records during such party’s regular business hours. Furthermore, if Seller carries out any obligation of confidentiality its duties under this Agreement through a subcontract having a value or cost of $10,000.00 or more over a 12 month period, Seller will cause such subcontract to which contain a Seller clause to the effect that until the expiration of 4 years after furnishing of any service pursuant to said subcontract, subcontractor will make available, upon written request of the Secretary of Health and Human Services or a Transferred Entity the Comptroller General or any of their respective Affiliates may be subject in discharging their obligations pursuant duly authorized representatives, copies and records of subcontractor that are necessary to this Section 5.1(a), certify the nature and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held extent of costs incurred by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality AgreementBuyer for such Service. (b) Purchasers agree Seller agrees that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation within 3 business days of the Business by Sellers or the Transferred EntitiesXxxxx’s request, and Purchasers and their representatives shall not communicate it will provide Buyer with any and all of the employees of Sellers Seller’s business records concerning Buyer that Buyer deems in its reasonable, but sole, discretion are necessary to (a) assure compliance with federal or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything state laws and regulations, (b) substantiate amounts Buyer owes to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to Seller or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access substantiate amounts Seller owes to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d)Buyer. (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. From and after the Closing, the Buyer and its Affiliates shall make or cause to be made available to the Equityholder Representative (at the Equityholder Representative’s sole expense) all books, records, and documents relating to periods prior to the Closing Date of any Blocker or any Group Company (and the assistance of employees responsible for such books, records and documents) during regular business hours and upon reasonable prior written request as may be reasonably necessary for (a) After investigating, settling, preparing for the date defense or prosecution of, defending or prosecuting any Proceeding (other than an actual or potential Proceeding (i) brought or threatened to be brought by the Equityholder Representative or the Company arising under this Agreement or (ii) brought or threatened to be brought by the Buyer or its Affiliates against the Equityholder Representative, any Blocker Owner or any Group Company arising under this Agreement), (b) preparing reports to Governmental Entities or (c) such other purposes (that do not involve an actual or potential Proceeding brought by the Equityholder Representative or their Affiliates against the Buyer or by the Buyer or its Affiliates against the Equityholder Representative relating to or arising out of this Agreement until Agreement) for which access to such documents is reasonably necessary. The Buyer shall (at the earlier Company’s sole expense) cause each Group Company to maintain and preserve all such books, records and other documents in the possession of the Group Companies as of the Closing or termination Date for the greater of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), six (6) years after the Closing Date and (ii) Sellers shall make availableany applicable statutory or regulatory retention period, or cause as the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall same may be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellersextended. Notwithstanding anything herein to the contrary in this Agreementcontrary, neither Sellers nor the Transferred Entities Buyer shall not be required to provide any access or information to the Equityholder Representative or disclose information whereany of its respective representatives, which the Buyer reasonably believes, upon the advice of counsel, such access or disclosure would jeopardize the constitutes information protected by attorney-client privilege or which would violate any obligation owed to a third party under Contract or Law. This Section 9.1 shall not apply to Taxes or Tax matters, which are the subject of such Party or any of its Affiliates or contravene any Laws‎Section 10.1. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After the date of this Agreement until the earlier Closing, and subject to the requirements of applicable Laws, the Closing or termination of this Agreement, Sellers shall afford to Representatives representatives of Purchasers Purchaser (including its directors, officers, employees, contractors, accountants and attorneys) reasonable access access, upon reasonable request and notice, to the Books and Records Records, personnel and facilities of the Transferred Entities’ Businesses Business (other than with respect to any Excluded Assets or Excluded Liabilities), during normal business hours consistent with applicable Law and in accordance such manner as shall not unduly interfere with the procedures established by Sellersoperation of the Business; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation none of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) the Sellers shall make available, or cause the Transferred Entities Companies to make available, Transferred Entity Business Employee personnel files only until after the Closing Date. Any information provided , except that, with respect to Purchasers the Managing Director of the Business and each of his direct reports, Sellers shall use reasonable efforts to obtain each such Business Employee’s prior written consent to make available his or their Representatives her personnel file and, with respect to each such Business Employee who provides consent, if permissible under applicable Law, Sellers shall make available such Business Employee’s personnel file before the Closing Date in accordance with the terms and conditions provided for in this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers 5.1(a) and their Representatives in accordance with, shall be considered under, and shall be subject applicable Law. Notwithstanding anything to the terms ofcontrary in this Agreement, prior to the Confidentiality AgreementClosing Purchaser and its representatives shall not, without the prior written consent of Parent, conduct any Environmental Condition Assessment at, on, under or within any facility or property of Parent or any of its Affiliates, including the Business Real Property. (b) Purchasers agree Purchaser agrees that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or any other business of Parent or its Affiliates. Prior to the Transferred EntitiesClosing Date, Purchaser and Purchasers and their its representatives shall not communicate with coordinate their requests for the access contemplated by Section 5.1(a) through Xxxxxx Xxxxxxxx, Xxxxx Xxxxxx or any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellersother Persons designated in writing by Parent. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the any Transferred Entities Company nor any of their respective Affiliates shall be required to provide access to or disclose information (i) in connection with any litigation or similar dispute between the parties hereto or (ii) where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client or other applicable legal privilege or protection of such Party or any of its Affiliates party or contravene any Laws, contracts or obligation of confidentiality. (c) After the date hereof, Sellers and the Parent Group shall use commercially reasonable efforts to separate the Business Materials that relate to the Business but not solely to the Business from the other materials of the Transferred Companies or their pre-Closing Affiliates such that, to the extent reasonably practicable, such Business Materials do relate solely to the Business and are Books and Records hereunder. (d) At or promptly following the Closing, Sellers and the Parent Group shall deliver to Purchaser all of the Books and Records not already in the possession of a Transferred Company or the Purchaser, wherever located and in whatever form such Books and Records exist. (e) For seven (7) years after the Closing DateClosing, Purchasers subject to Section 5.2(b), Purchaser shall, and shall cause their its Affiliates to, afford the Sellers and their respective representatives, during normal business hours, upon reasonable notice, full subject to the requirements of applicable Laws, at their sole cost and expense, access to the books, records, properties properties, facilities and employees personnel of each Transferred Entity Company and the Business to the extent that such access may be reasonably requested by SellersParent for reasonable business purposes relating to or affected by the operations of the Transferred Companies or the Business prior to the Closing Date, including reasonable business purposes relating to financial statements, any potential Action or investigation by or before a Governmental Entity (including in connection with financial statements or a proceeding before the Independent Accounting Firm matters covered under Section 2.5(d)5.12) and SEC or other Governmental Entity reporting obligations; provided, that nothing in this Agreement shall limit any of Sellers’ rights of discovery. Notwithstanding anything to the contrary in this Agreement, neither Purchaser nor any of its Affiliates shall be required to provide access to or disclose information (i) in connection with any litigation or similar dispute between the parties hereto or (ii) where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client or other applicable legal privilege or protection of such party or contravene any Laws, contracts or obligation of confidentiality; provided, that Purchaser shall use its reasonable best efforts to communicate the applicable information in a way that would not jeopardize such privilege or protection or contravene such Laws, contracts or obligations; and provided, further, that nothing in this Agreement shall limit any of Sellers’ rights of discovery. For the avoidance of doubt, nothing in this Section 5.1(e) shall in any way limit the rights or obligations of the parties under Section 5.12. (df) Purchasers agree Except for Tax Returns and other documents governed by Section 7.8(c), Purchaser agrees to hold all not destroy or dispose of the Books books and Records records of each Transferred Entity’s Company or the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven six (76) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire not to destroy or dispose of such Books books and Records, to offer records without first offering in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersParent.

Access to Books and Records. (a) After From the date of this Agreement hereof until the earlier of the Closing or termination of this AgreementAgreement and the Closing Date, Sellers the Company shall afford provide Parent and its authorized representatives (the "Parent's Representatives") with reasonable access to, during normal business hours, and upon reasonable notice, the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Company in order for Parent to Representatives have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of Purchasers the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Books Company's customers and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellerssuppliers; provided, however, that (ia) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to exercising access rights under this Section 5.1(a)5.02, Parent and (ii) Sellers Parent's Representatives shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall not be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation conduct of the Business by Sellers or business of the Transferred EntitiesCompany, and Purchasers and their representatives shall not communicate with (b) the Company may elect to limit disclosure of any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellersinformation to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary in this Agreementcontrary, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such no access or disclosure would jeopardize examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the attorney-client privilege of such Party conditions to Closing set forth in Section 7.01(a). If the Company or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of its Affiliates or contravene any Laws. (c) At and after applicable Law, the Closing Date, Purchasers Company shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested permitted by Sellers, including in connection with financial statements applicable Law or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy rules or dispose regulations of any thereof for a period of seven (7) years from stock exchange, promptly notify Parent in writing and shall disclose, or cause the Closing Date or such longer time as may be required by Lawdisclosing party to disclose, and thereafter, if they desire to destroy or dispose only that portion of such Books and Recordsinformation which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to offer first in writing at least sixty (60) days prior obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such destruction or disposition to surrender them to Sellersinformation.