Common use of Access to Information; Books and Records Clause in Contracts

Access to Information; Books and Records. (a) On and after the Commencement Date, Rank shall, and shall cause its Affiliates to, until the 7th anniversary of the Commencement Date, afford to the Company and its employees and authorized representatives during normal business hours reasonable access to their books of account, financial and other records (including accountant’s work papers), information, employees and auditors at the Company’s expense to the extent necessary or useful for the Company in connection with any audit, investigation, or dispute or Litigation (other than any Litigation involving a dispute between the Parties) or any other reasonable business purpose relating to the Business; provided that any such access by the Company shall not unreasonably interfere with the conduct of the business of Rank and its Affiliates. (b) After the Commencement Date, the Company shall, and shall cause its Affiliates to, until the 7th anniversary of the date on which Rank and its Affiliates own less than 10% of the capital stock in the Company (i) afford to Rank and its Affiliates and their respective employees and authorized representatives reasonable access to the Company’s employees and auditors, (ii) retain all books, records (including accountant’s work papers), and other information and documents pertaining to the Business, and (iii) afford access to and make available for inspection and copying by Rank (at Rank’s expense) during normal business hours, in each case so as not to unreasonably interfere with the conduct of the Business by the PEI Group, their books of account, financial and other records (including accountant’s work papers), and such other information (A) as may be required by any Governmental Authority, including pursuant to any applicable Law or regulatory request or prepare to file any Tax related documentation, (B) as may be necessary for Rank or its Affiliates in connection with their ongoing financial reporting, accounting or other purpose related to Rank and its Affiliates’ affiliation with the Company, or (C) as may be necessary for Rank or its Affiliates to perform their respective obligations pursuant to this Agreement or in connection with any Litigation (other than any Litigation involving a dispute between the Parties), in each case subject to compliance with all applicable privacy Laws. (c) Notwithstanding anything to the contrary in this Section 7.2, the Party granting access under Section 7.2(a) or Section 7.2(b) may withhold any document (or portions thereof) or information (i) that is subject to the terms of a non-disclosure agreement with a third party (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not violate any such obligation), (ii) that may constitute privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such Party’s counsel, constitutes a waiver of any such privilege (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not jeopardize any such privilege), or (iii) if the provision of access to such document (or portion thereof) or information, as determined by such Party’s counsel, would reasonably be expected to conflict with applicable Laws.

Access to Information; Books and Records. (a) On and after the Commencement Date, Rank shall, and shall cause its Affiliates to, until the 7th anniversary of the Commencement Date, afford to the Company RCP and its employees and authorized representatives during normal business hours reasonable access to their books of account, financial and other records (including accountant’s work papers), information, employees and auditors at the Company’s expense to the extent necessary or useful for the Company in connection with any audit, investigation, or dispute or Litigation (other than any Litigation involving a dispute between the Parties) or any other reasonable business purpose relating to the Business; provided that any such access by the Company RCP shall not unreasonably interfere with the conduct of the business of Rank and its Affiliates. (b) After the Commencement Date, the Company RCP shall, and shall cause its Affiliates to, until the 7th anniversary of the date on which Rank and its Affiliates own less than 10% of the capital stock in the Company RCP (i) afford to Rank and its Affiliates and their respective employees and authorized representatives reasonable access to the CompanyRCP’s employees and auditors, (ii) retain all books, records (including accountant’s work papers), and other information and documents pertaining to the Business, and Business (iii) afford access to and make available for inspection and copying by Rank (at Rank’s expense) during normal business hours, in each case so as not to unreasonably interfere with the conduct of the Business by the PEI GroupRCP or its Affiliates, their books of account, financial and other records (including accountant’s work papers), and such other information (A) as may be required by any Governmental Authority, including pursuant to any applicable Law or regulatory request or prepare to file any Tax related documentation, (B) as may be necessary for Rank or its Affiliates in connection with their ongoing financial reporting, accounting or other purpose related to Rank and its Affiliates’ affiliation with the Company, or (C) as may be necessary for Rank or its Affiliates to perform their respective obligations pursuant to this Agreement or in connection with any Litigation (other than any Litigation involving a dispute between the Parties), in each case subject to compliance with all applicable privacy Laws. (c) Notwithstanding anything to the contrary in this Section 7.2, the Party granting access under Section 7.2(a) or Section 7.2(b) may withhold any document (or portions thereof) or information (i) that is subject to the terms of a non-disclosure agreement with a third party (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not violate any such obligation), (ii) that may constitute privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such Party’s counsel, constitutes a waiver of any such privilege (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not jeopardize any such privilege), or (iii) if the provision of access to such document (or portion thereof) or information, as determined by such Party’s counsel, would reasonably be expected to conflict with applicable Laws.

Access to Information; Books and Records. (a) On From and after the Commencement Closing, for a period of seven (7) years, and without prejudice to the obligations of Purchaser pursuant to Section 7.3(e), Purchaser and its Affiliates shall (i) afford the Seller Group and their respective representatives reasonable access, during normal business hours, upon reasonable advance notice and under reasonable circumstances, to the books and records of Purchaser and the Business shall permit the Seller Group and their respective representatives to examine and copy such books and records to the extent reasonably requested by such party and (ii) cause their representatives to furnish all information reasonably requested by any member of the Seller Group or their representatives in connection with financial or regulatory reporting, audit, third party litigation, preparing or filing of any Tax Return or the defense of any Tax claim or assessment or any other business purpose; provided, however, that nothing in this Section 7.1 shall require Purchaser or its Affiliates to furnish to the Seller Group or their respective representatives any material that is subject to an attorney-client or solicitor-client privilege or an attorney or solicitor work-product privilege or which may not be disclosed pursuant to applicable Law. For a period of six years following the Closing Date, Rank or such longer period as may be required by applicable Law or necessitated by applicable statutes of limitations, Purchaser shall, and shall cause its Affiliates to, until maintain all such books and records in the 7th anniversary of the Commencement Date, afford jurisdiction in which such books and records were located prior to the Company Closing Date and its employees and authorized representatives during normal business hours reasonable access to their books shall not destroy, alter or otherwise dispose of account, financial and other records (including accountant’s work papers), information, employees and auditors at the Company’s expense to the extent necessary or useful for the Company in connection with any audit, investigation, or dispute or Litigation (other than any Litigation involving a dispute between the Parties) or any other reasonable business purpose relating to the Business; provided that any such access by books and records. On and after the Company shall not unreasonably interfere with the conduct end of the business of Rank and its Affiliates. (b) After the Commencement Datesuch period, the Company Purchaser shall, and shall cause its Affiliates to, until provide the 7th anniversary Seller with at least ten (10) Business Days prior written notice before destroying, altering or otherwise disposing any such books and records, during which period the Seller may elect to take possession, at its own expense, of such books and records. (b) From the date on of this Agreement and for a period of three years following the Closing, Seller shall keep confidential any non-public information in its possession (other than information which Rank and was or becomes available to Seller or its Affiliates own less on a non-confidential basis from a source other than 10% Purchaser or any of the capital stock in the Company (iits Affiliates) afford to Rank and its Affiliates and their respective employees and authorized representatives reasonable access to the Company’s employees and auditors, (ii) retain all books, records (including accountant’s work papers), and other information and documents pertaining relating to the Business, the Transferred Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to the Bankruptcy Code or other applicable Law, legal process (iii) afford access to and make available for inspection and copying by Rank (at Rank’s expense) during normal business hours, in each case so as not to unreasonably interfere with the conduct of the Business by the PEI Group, their books of account, financial and other records (including accountant’s work papers), and such other information (A) as may be required by any Governmental Authority, including pursuant to any applicable Law the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory request process or prepare request, or to file any Tax related documentation, (B) as may be the extent such disclosure is reasonably necessary for Rank purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in connection with their ongoing financial reporting, accounting or other purpose related to Rank and its Affiliates’ affiliation with the Company, or (C) as may be necessary for Rank or its Affiliates to perform their respective obligations event of any such disclosure pursuant to this Agreement or in connection with any Litigation (other than any Litigation involving a dispute between the PartiesSection 7.1(a), in each case subject to compliance with all applicable privacy Laws. (c) Notwithstanding anything to the contrary in this Section 7.2, the Party granting access under Section 7.2(a) or Section 7.2(b) may withhold any document (or portions thereof) or information Seller shall (i) that is subject to provide Purchaser reasonably prompt written notice of the existence, terms of a non-and circumstances surrounding such disclosure agreement with a third party and (provided that such party shall use ii) exercise commercially reasonable efforts to share such preserve the confidentiality of the non-public information in a manner disclosed, including by cooperating with Purchaser (at Purchaser’s sole cost) to obtain an appropriate protective order or other reliable assurance that would not violate any such obligation), (ii) that may constitute privileged attorneyconfidential treatment will be accorded the non-client communications or attorney work product and the transfer of which, or the provision of access public information required to which, as reasonably determined by such Party’s counsel, constitutes a waiver of any such privilege (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not jeopardize any such privilege), or (iii) if the provision of access to such document (or portion thereof) or information, as determined by such Party’s counsel, would reasonably be expected to conflict with applicable Lawsdisclosed.

Access to Information; Books and Records. (a) On and after From the Commencement Datedate hereof until the Closing, Rank shallupon reasonable notice, Sellers shall and shall cause its Affiliates the Business Companies and each of their respective officers, directors, employees, agents and representatives to: (i) afford the officers, until employees, authorized agents, accountants, counsel and other representatives of Purchaser (the 7th anniversary of the Commencement Date“Purchaser Representatives”) reasonable access, afford to the Company and its employees and authorized representatives during normal business hours reasonable access hours, to their the offices, properties, plants, other facilities, books and records of accountthe Business Companies, and (ii) furnish to Purchaser’s Representatives such additional, readily available financial and operating data and other information regarding the Business and the Business Companies (or legible copies thereof) as Purchaser may from time to time reasonably request; (b) Purchaser shall: (i) for a period of five years following the Closing, retain all books, documents, information, data, files and other records that relate to the Business, the Business Assets, or the Purchased Business Companies for periods prior to the Closing and which shall have been delivered to Purchaser; (ii) following the Closing, upon reasonable notice, afford Sellers and afford the officers, employees, authorized agents, accountants, counsel and other representatives of Sellers (the “Sellers Representatives”) reasonable access (including accountant’s work papersfor inspection and copying, at Sellers’ expense), during normal business hours, to such books, documents, information, employees data, files and auditors at other records, including in connection with claims, proceedings, actions, investigations, audits and other regulatory or legal proceedings involving or relating to Retained Liabilities, the Company’s expense Business, the Business Assets, or the Purchased Business Companies; and (iii) furnish Sellers and their Representatives reasonable assistance, including access to the extent necessary or useful for the Company personnel, in connection with any audit, investigation, or dispute or Litigation (such claims and other than any Litigation involving a dispute between the Parties) or any other reasonable business purpose relating to the Businessproceedings; provided that any (A) Sellers shall reimburse Purchaser for all direct and out-of-pocket costs associated with such assistance and access, (B) such assistance and access by shall be given only to the Company shall extent it does not unreasonably interfere with the conduct of the business of Rank and its Affiliates. (b) After the Commencement Date, the Company shall, and shall cause its Affiliates to, until the 7th anniversary of the date on which Rank and its Affiliates own less than 10% of the capital stock in the Company (i) afford to Rank and its Affiliates and their respective employees and authorized representatives reasonable access to the CompanyPurchaser’s employees and auditors, (ii) retain all books, records (including accountant’s work papers), and other information and documents pertaining to the Businessbusiness, and (iiiC) afford such access to shall be granted until the later of five years following the Closing and make available for inspection and copying by Rank (at Rank’s expense) during normal business hours, in each case so as not to unreasonably interfere with the conduct expiration date of the Business by the PEI Group, their books applicable statute of account, financial and other records limitations (including accountant’s work papers)any extensions) plus 30 days with respect to Tax matters. Purchaser shall permit, promptly upon reasonable request, Sellers and their Representatives to use original copies of any such other information (A) as may be required by any Governmental Authority, including pursuant to any applicable Law or regulatory request or prepare to file any Tax related documentation, (B) as may be necessary records for Rank or its Affiliates in connection with their ongoing financial reporting, accounting or other purpose related to Rank and its Affiliates’ affiliation with the Company, or (C) as may be necessary for Rank or its Affiliates to perform their respective obligations pursuant to this Agreement or in connection with any Litigation (other than any Litigation involving a dispute between the Parties), in each case subject to compliance with all applicable privacy Laws. (c) Notwithstanding anything to the contrary in this Section 7.2, the Party granting access under Section 7.2(a) or Section 7.2(b) may withhold any document (or portions thereof) or information (i) that is subject to the terms purposes of a non-disclosure agreement with a third party (litigation; provided that such party records shall use commercially reasonable efforts promptly be returned to share Purchaser following such information in a manner that would use. Purchaser shall not violate destroy any such obligation)books and records without providing the Sellers with written notice detailing the contents of such books and records, (ii) that may constitute privileged attorney-client communications or attorney work product and providing the transfer of whichSellers with the opportunity to obtain such books and records, or at least 90 days prior to the provision of access to which, as reasonably determined by such Party’s counsel, constitutes a waiver of any such privilege (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not jeopardize any such privilege), or (iii) if the provision of access to such document (or portion destruction thereof) or information, as determined by such Party’s counsel, would reasonably be expected to conflict with applicable Laws.

Access to Information; Books and Records. (a) On and after the Commencement Date, Rank PACTIV shall, and shall cause its Affiliates to, until the 7th anniversary of the Commencement Date, afford to the Company RCP and its employees and authorized representatives during normal business hours reasonable access to their books of account, financial and other records (including accountant’s work papers), information, employees and auditors at the Company’s expense to the extent necessary or useful for the Company in connection with any audit, investigation, or dispute or Litigation (other than any Litigation involving a dispute between the Parties) or any other reasonable business purpose relating to the Business; provided that any such access by the Company RCP shall not unreasonably interfere with the conduct of the business of Rank PACTIV and its Affiliates. (b) After the Commencement Date, the Company RCP shall, and shall cause its Affiliates to, until the 7th anniversary of the date on which Rank Commencement Date, afford to PACTIV and its Affiliates own less than 10% of the capital stock in the Company (i) afford to Rank and its Affiliates and their respective employees and authorized representatives reasonable access to the CompanyRCP’s employees and auditors, (ii) retain all books, records (including accountant’s work papers), and other information and documents pertaining to the Business, and (iii) afford access to Business in existence on the Commencement Date and make available for inspection and copying by Rank PACTIV (at RankPACTIV’s expense) during normal business hours, in each case so as not to unreasonably interfere with the conduct of the Business by the PEI Groupbusiness of RCP and its Affiliates, their books of account, financial and other records (including accountant’s work papers), and such other information (A) as may be required by any Governmental Authority, including pursuant to any applicable Law or regulatory request or to prepare to or file any Tax related documentation, (B) as may be necessary for Rank PACTIV or its Affiliates in connection with their ongoing financial reporting, accounting or other purpose related to Rank PACTIV and its Affiliates’ Company’s affiliation with immediately prior to the CompanyCommencement date, or (C) as may be necessary for Rank PACTIV or its Affiliates to perform their respective obligations pursuant to this Agreement or in connection with any Litigation (other than any Litigation involving a dispute between the Partiesparties), in each case subject to compliance with all applicable privacy Laws. (c) Notwithstanding anything to the contrary in this Section 7.2, the Party granting access under Section 7.2(a) or Section 7.2(b) may withhold any document (or portions thereof) or information (i) that is subject to the terms of a non-disclosure agreement with a third party (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not violate any such obligation), (ii) that may constitute privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such Party’s counsel, constitutes a waiver of any such privilege (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not jeopardize any such privilege), or (iii) if the provision of access to such document (or portion thereof) or information, as determined by such Party’s counsel, would reasonably be expected to conflict with applicable Laws.

Access to Information; Books and Records. (a) On Until the earlier of the closure of the Bankruptcy Cases and two (2) years after the Commencement Closing Date, Rank shall, Purchaser and shall cause its Affiliates toshall (i) afford the Sellers and their representatives reasonable access, until the 7th anniversary of the Commencement Date, afford to the Company and its employees and authorized representatives during normal business hours hours, upon reasonable access advance notice and under reasonable circumstances, to their the books and records of account, financial and other records (including accountant’s work papers), information, employees and auditors at the Company’s expense Business to the extent necessary or useful relating to periods prior to the Closing for the Company in connection with any audit, investigation, or dispute or Litigation (other than any Litigation involving a dispute between the Parties) or any other reasonable business purpose purposes relating to the Business; provided Bankruptcy Cases or the wind-down of the operations of the Casa Seller and shall permit the Sellers and their representatives to examine and copy such books and records to the extent reasonably requested by the Sellers for such purpose, provided, that any such access by the Company shall be subject to any reasonable limitations resulting from any Public Health Measures, and (A) all requests for access shall be directed to Xxxxx Xxxxxxxxx (xxxxx.xxxxxxxxx@xxxxxxxxx.xxx, with a copy to (which will not constitute notice) xxxxxxxxxxxx@xxxxxxxxx.xxx)or such other person as Purchaser may designate in writing from time to time, (B) such activities do not unreasonably interfere with the conduct ongoing business or operations of the Business or Purchaser, and (C) Purchaser shall have the right to have one or more of its representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 7.1(a), and (ii) cause its representatives to furnish all information reasonably requested by the Sellers or their representatives in connection with financial or regulatory reporting, audit, third party litigation, preparing or filing of any Tax Return or the defense of any Tax claim or assessment or any other business purpose in connection with the Business or the Transactions to the extent relating to periods prior to the Closing; provided, however, that nothing in this Section 7.1 shall require Purchaser to furnish to the Sellers or their respective representatives any material that (A) is subject to an attorney-client or solicitor-client privilege or an attorney or solicitor work-product privilege, (B) may not be disclosed pursuant to applicable Law, (C) is pertinent to any litigation in which the Sellers or any of Rank and its Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other hand, are engaged, (D) constitutes Personal Information other than in compliance with Privacy Requirements, (E) legal counsel for Purchaser reasonably concludes may give rise to antitrust or competition law issues or violate a protective order, or (F) is or relates to any Tax Return of Purchaser or any of its Affiliates unless it reflects solely information related to the Transferred Assets, the Assumed Liabilities or the Business. (b) After The Sellers acknowledge that they and their Subsidiaries and Affiliates are aware of Business Confidential Information and that the Commencement Datedisclosure of such Business Confidential Information to third parties could be detrimental to Purchaser and its Affiliates. The Sellers covenant that from and after the Closing and for so long as the Business Confidential Information otherwise remains confidential, the Company shallthey will not, and shall cause its will direct their Subsidiaries and Affiliates not to, until the 7th anniversary of the date on which Rank and its Affiliates own less than 10% of the capital stock in the Company (i) afford to Rank and its Affiliates and their respective employees and authorized representatives reasonable access to the Companydisclose such Business Confidential Information without Purchaser’s employees and auditorsprior written consent, (ii) retain all books, records (including accountant’s work papers), and other information and documents pertaining to the Business, and (iii) afford access to and make available for inspection and copying by Rank (at Rank’s expense) during normal business hours, in each case so as not to unreasonably interfere with the conduct of the Business by the PEI Group, their books of account, financial and other records (including accountant’s work papers), and such other information (A) except as may be required by any Governmental Authority, including pursuant to any applicable Law or regulatory request or prepare to file any Tax related documentation, (B) as may be necessary for Rank or its Affiliates in connection with their ongoing financial reportingpublic reporting Laws and obligations, accounting including the Securities and Exchange Act of 1934, as amended, provided that the Sellers have complied with all of the requirements of Section 7.1(d). If requested or other purpose related to Rank and its Affiliates’ affiliation with the Company, or (C) as may be necessary for Rank or its Affiliates to perform their respective obligations pursuant to this Agreement or required in connection with a legal proceeding or investigation by a Governmental Authority (by oral questions, interrogatories, requests for information, subpoena, civil investigative demand, or similar process) to disclose any Litigation Business Confidential Information, the Sellers agree to provide Purchaser with prompt written notice of such request so as to allow Purchaser (other than any Litigation involving a dispute between the Parties), in each case subject at Purchaser’s sole cost and expense) to seek an appropriate protective order and/or waive compliance with all applicable privacy Lawsthe provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Sellers or their representatives are, as advised by the Sellers’ counsel, required to disclose Business Confidential Information, the Sellers shall disclose only that portion of such information as is legally required; provided, that the Sellers will exercise commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such information if requested by Xxxxxxxxx and at Purchaser’s sole cost and expense. (c) Notwithstanding anything After the Closing, and without limiting the generality of Section 7.1(b) and without prejudice to the contrary in this obligations of the Sellers pursuant to Section 7.27.1(a), the Party granting access under Section 7.2(a) or Section 7.2(b) may withhold any document (or portions thereof) or information (i) that is subject to the terms of a non-disclosure agreement with a third party (provided that such party Sellers shall, and shall use commercially reasonable efforts to share ensure that their employees: (a) hold in confidence, using at least the same degree of care that the Sellers use to protect their own confidential information, but in no event less than a reasonable degree of care, all trade secrets and confidential information included in the Transferred Intellectual Property; (b) not use or otherwise exploit, for any purpose, any Transferred Intellectual Property; and (c) not disclose any trade secrets or confidential information included in the Transferred Intellectual Property to any third Person, without Purchaser’s prior written consent, except in connection with any requirements of applicable Law, provided that the Sellers have complied with all of the requirements of Section 7.1(d). (d) If the Sellers are required under applicable Law, or requested or required in connection with a legal proceeding or investigation by a Governmental Authority (by oral questions, interrogatories, requests for information, subpoena, civil investigative demand, or similar process) to disclose any Business Confidential Information, or any trade secret or confidential information included in the Transferred Intellectual Property, the Sellers agree to provide Purchaser with prompt written notice of such requirement or request so as to allow Purchaser (at Purchaser’s sole cost and expense) to seek an appropriate protective order and/or waive compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Sellers or their representatives are, as advised by the Sellers’ counsel, required to disclose any Business Confidential Information, or any trade secret or confidential information included in the Transferred Intellectual Property, the Sellers shall notify Purchaser of the planned disclosure and its scope, and may disclose only the minimum portion of such information in a manner as is legally required; provided, that would not violate any such obligation), (ii) that may constitute privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such Party’s counsel, constitutes a waiver of any such privilege (provided that such party shall use Sellers will exercise commercially reasonable efforts to share obtain assurance that confidential treatment will be accorded such information in a manner that would not jeopardize any such privilege), or (iii) if the provision of access to such document (or portion thereof) or information, as determined if requested by such PartyPurchaser and at Purchaser’s counsel, would reasonably be expected to conflict with applicable Lawssole cost and expense.

Access to Information; Books and Records. (a) On and after the Commencement Date, Rank RGHI shall, and shall cause its Affiliates to, until the 7th anniversary of the Commencement Date, afford to the Company GPC and its employees and authorized representatives during normal business hours reasonable access to their its books of account, financial and other records (including accountant’s work papers), information, employees and auditors at the Company’s expense to the extent necessary or useful for the Company in connection with any audit, investigation, or dispute or Litigation (other than any Litigation involving a dispute between the Parties) or any other reasonable business purpose relating to the Business; provided that any such access by the Company GPC shall not unreasonably interfere with the conduct of the business of Rank RGHI and its Affiliates. (b) After On and after the Commencement Date, the Company GPC shall, and shall cause its Affiliates to, until the 7th anniversary of the date on which Rank and its Affiliates own less than 10% of the capital stock in the Company Commencement Date (i) afford to Rank RGHI and its Affiliates and their respective employees and authorized representatives during normal business hours reasonable access to the CompanyGPC’s employees and auditors, (ii) retain all booksbooks of accounts, financial and other records (including accountant’s work papers), and other information and documents pertaining to the BusinessBusiness in existence on the Commencement Date, and (iii) afford access to and make available for inspection and copying by Rank RGHI (at RankRGHI’s expense) during normal business hours, in each case so as not to unreasonably interfere with the conduct of the Business by the PEI GroupBusiness, their books of account, financial and other records (including accountant’s work papers), and such other information (A) as may be required by any Governmental Authority, including pursuant to any applicable Law or regulatory request or to prepare to or file any Tax related documentation, (B) as may be necessary for Rank RGHI or its Affiliates in connection with their ongoing financial reporting, accounting or other purpose related to Rank RGHI and its Affiliates’ affiliation with the Company’s affiliation immediately prior to the Commencement Date, or (C) as may be necessary for Rank RGHI or its Affiliates to perform their respective obligations pursuant to this Agreement or in connection with any Litigation (other than any Litigation involving a dispute between the Partiesparties), in each case subject to compliance with all applicable privacy Laws. (c) Notwithstanding anything to the contrary in this Section 7.2, the Party granting access under Section 7.2(a) or Section 7.2(b) may withhold any document (or portions thereof) or information (i) that is subject to the terms of a non-disclosure agreement with a third party (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not violate any such obligation), (ii) that may constitute privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such Party’s counsel, constitutes a waiver of any such privilege (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not jeopardize any such privilege), or (iii) if the provision of access to such document (or portion thereof) or information, as determined by such Party’s counsel, would reasonably be expected to conflict with applicable Laws.

Access to Information; Books and Records. (a) On Until the earlier of the closure of the Bankruptcy Cases and two (2) years after the Commencement Closing Date, Rank shall, Purchaser and shall cause its Affiliates toshall (i) afford the Sellers and their representatives reasonable access, until the 7th anniversary of the Commencement Date, afford to the Company and its employees and authorized representatives during normal business hours hours, upon reasonable access advance notice and under reasonable circumstances, to their the books and records of account, financial and other records (including accountant’s work papers), information, employees and auditors at the Company’s expense Business to the extent necessary or useful relating to periods prior to the Closing for the Company in connection with any audit, investigation, or dispute or Litigation (other than any Litigation involving a dispute between the Parties) or any other reasonable business purpose purposes relating to the Business; provided Bankruptcy Cases or the wind-down of the operations of the Casa Seller and shall permit the Sellers and their representatives to examine and copy such books and records to the extent reasonably requested by the Sellers for such purpose, provided, that any such access by shall be subject to any reasonable limitations resulting from any Public Health Measures, and (A) all requests for access shall be directed to Xxxx Xxxxxxxx (xxxx.xxxxxxxx@xxxxxx.xxx, with a copy to (which will not constitute notice) xxxxxxxxx@xxxxxx.xxx) or such other person as Purchaser may designate in writing from time to time (the Company shall “Purchaser Access Contact”), (B) such activities do not unreasonably interfere with the conduct ongoing business or operations of the Business or Purchaser, and (C) Purchaser shall have the right to have one or more of its representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 7.1(a), and (ii) cause its representatives to furnish all information reasonably requested by the Sellers or their representatives in connection with financial or regulatory reporting, audit, third party litigation, preparing or filing of any Tax Return or the defense of any Tax claim or assessment or any other business purpose in connection with the Business or the Transactions to the extent relating to periods prior to the Closing; provided, however, that nothing in this Section 7.1 shall require Purchaser to furnish to the Sellers or their respective representatives any material that (A) is subject to an attorney-client or solicitor-client privilege or an attorney or solicitor work-product privilege, (B) may not be disclosed pursuant to applicable Law, (C) is pertinent to any litigation in which the Sellers or any of Rank and its Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other hand, are engaged, (D) constitutes Personal Information other than in compliance with Privacy Requirements or (E) legal counsel for Purchaser reasonably concludes may give rise to antitrust or competition law issues or violate a protective order. (b) After The Sellers acknowledge that they and their Subsidiaries and Affiliates are aware of Business Confidential Information and that the Commencement Datedisclosure of such Business Confidential Information to third parties could be detrimental to Purchaser and its Affiliates. The Sellers covenant that from and after the Closing and for so long as the Business Confidential Information otherwise remains confidential, the Company shallit will not, and shall cause will direct its Subsidiaries and Affiliates not to, until the 7th anniversary of the date on which Rank and its Affiliates own less than 10% of the capital stock in the Company (i) afford to Rank and its Affiliates and their respective employees and authorized representatives reasonable access to the Companydisclose such Business Confidential Information without Purchaser’s employees and auditorsprior written consent, (ii) retain all books, records (including accountant’s work papers), and other information and documents pertaining to the Business, and (iii) afford access to and make available for inspection and copying by Rank (at Rank’s expense) during normal business hours, in each case so as not to unreasonably interfere with the conduct of the Business by the PEI Group, their books of account, financial and other records (including accountant’s work papers), and such other information (A) except as may be required by any Governmental Authority, including pursuant to any applicable Law or regulatory request or prepare to file any Tax related documentation, (B) as may be necessary for Rank or its Affiliates in connection with their ongoing financial reportingpublic reporting Laws and obligations, accounting including the Securities and Exchange Act of 1934, as amended, provided that the Sellers have complied with all of the requirements of Section 7.1(d). If requested or other purpose related to Rank and its Affiliates’ affiliation with the Company, or (C) as may be necessary for Rank or its Affiliates to perform their respective obligations pursuant to this Agreement or required in connection with a legal proceeding or investigation by a Governmental Authority (by oral questions, interrogatories, requests for information, subpoena, civil investigative demand, or similar process) to disclose any Litigation Business Confidential Information, the Sellers agree to provide Purchaser with prompt written notice of such request so as to allow Purchaser (other than any Litigation involving a dispute between the Parties), in each case subject at Purchaser’s sole cost and expense) to seek an appropriate protective order and/or waive compliance with all applicable privacy Lawsthe provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Sellers or their representatives are, as advised by the Sellers’ counsel, required to disclose Business Confidential Information, the Sellers shall disclose only that portion of such information as is legally required; provided, that the Sellers will exercise commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such information if requested by Xxxxxxxxx and at Purchaser’s sole cost and expense. (c) Notwithstanding anything After the Closing, and without limiting the generality of Section 7.1(b) and without prejudice to the contrary in this obligations of the Sellers pursuant to Section 7.27.1(a), the Party granting access under Section 7.2(a) or Section 7.2(b) may withhold any document (or portions thereof) or information (i) that is subject to the terms of a non-disclosure agreement with a third party (provided that such party Sellers shall, and shall use commercially reasonable efforts to share ensure that their employees: (a) hold in confidence, using at least the same degree of care that the Sellers use to protect their own confidential information, but in no event less than a reasonable degree of care, all trade secrets and confidential information included in the Transferred Intellectual Property; (b) not use or otherwise exploit, for any purpose, any Transferred Intellectual Property; and (c) not disclose any trade secrets or confidential information included in the Transferred Intellectual Property to any third Person, without Purchaser’s prior written consent, except in connection with any requirements of applicable Law, provided that the Sellers have complied with all of the requirements of Section 7.1(d). (d) If the Sellers are required under applicable Law, or requested or required in connection with a legal proceeding or investigation by a Governmental Authority (by oral questions, interrogatories, requests for information, subpoena, civil investigative demand, or similar process) to disclose any Business Confidential Information, or any trade secret or confidential information included in the Transferred Intellectual Property, the Sellers agree to provide Purchaser with prompt written notice of such requirement or request so as to allow Purchaser (at Purchaser’s sole cost and expense) to seek an appropriate protective order and/or waive compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Sellers or their representatives are, as advised by the Sellers’ counsel, required to disclose any Business Confidential Information, or any trade secret or confidential information included in the Transferred Intellectual Property, the Sellers shall notify Purchaser of the planned disclosure and its scope, and may disclose only the minimum portion of such information in a manner as is legally required; provided, that would not violate any such obligation), (ii) that may constitute privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such Party’s counsel, constitutes a waiver of any such privilege (provided that such party shall use Sellers will exercise commercially reasonable efforts to share obtain assurance that confidential treatment will be accorded such information in a manner that would not jeopardize any such privilege), or (iii) if the provision of access to such document (or portion thereof) or information, as determined if requested by such PartyPurchaser and at Purchaser’s counsel, would reasonably be expected to conflict with applicable Laws.sole cost and expense

Access to Information; Books and Records. (a) On From the date of this Agreement until the Closing Date, Seller shall, and shall cause the Company and the Company Subsidiaries to, maintain the Books and Records in all material respects in the same manner and with the same care that the Books and Records have been maintained prior to the execution of this Agreement. From the date of this Agreement until the Closing Date, the Seller shall cause the Company to give each Purchaser and its authorized Representatives, upon reasonable advance written notice and during regular business hours, reasonable access to the Books and Records; provided that any such access shall be conducted at such Purchaser’s expense, in accordance with applicable Law (including any applicable Law relating to antitrust, competition, employment or privacy issues), and in such a manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of the Company. (b) Notwithstanding Section 5.02(a), during the period prior to the Closing, the Company shall have no obligation under this Agreement to make available to any Purchaser or its Representatives, or to provide any Purchaser or its Representatives with access to or copies of (i) any personnel file, medical file or related records of any employee of Seller or its Affiliates (including the Company), (ii) any Tax Return filed by Seller or any of its Affiliates (other than the Company) or predecessors, or any related material (except solely for Tax records of, or solely with respect to, Fortitude Re, including pro forma copies of Tax Returns prepared solely with respect to Fortitude Re) or (iii) any other information if Seller determines, in its reasonable judgment, that making such information available would (A) jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or (B) contravene any applicable Law, Judgment or any fiduciary duty, it being understood that with respect to the items described in the preceding clauses (i) through (iii), Seller and the Company shall (x) cooperate with any requests for, and use its reasonable best efforts to obtain any, waivers and (y) use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in each case, that would enable any otherwise required disclosure to a Purchaser to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law, Judgment or fiduciary duty. (c) Except as contemplated by the Separation Plan, as agreed to by the Carve-out Committee or as provided in accordance with another Transaction Agreement, (i) at the Closing, Seller shall cause all Books and Records in the possession of Seller or any of its Affiliates (other than the Company) to be delivered to the Company or in the alternative to one or more of the Company Subsidiaries (as may be directed by the Company) and (ii) as promptly as practicable following the Closing, Seller shall use reasonable best efforts to cause any Books and Records in the control (but not possession at Closing) of Seller or any of its Affiliates (other than the Company) to be delivered to the Company or in the alternative to one or more of the Company Subsidiaries (as may be directed by the Company). Notwithstanding the foregoing, Seller and its Affiliates shall not be required to transfer any Books and Records that are not permitted to be disclosed or transferred under applicable Law until such time as such Books and Records are permitted to be transferred (at which time, without further request, such Books and Records shall be transferred to the Company, or if the Company so directs, to one or more Company Subsidiaries). In addition to the provisions of the Amended and Restated Operating Agreement, from and after the Commencement Closing Date, Rank subject to Section 5.02(f), upon reasonable advance written notice and during regular business hours, in connection with any reasonable business purpose, Seller shall, and shall cause its Affiliates to, until (i) provide the 7th anniversary of Company and the Commencement Date, afford Company Subsidiaries and their Representatives reasonable access to such retained Books and Records and (ii) make available to the Company and the Company Subsidiaries and their Representatives the employees of Seller and its employees Affiliates whose assistance, expertise, testimony, notes and authorized representatives during normal business hours reasonable access recollections or presence is necessary to their books of account, financial and other records (including accountant’s work papers), information, employees and auditors at assist the Company’s expense to the extent necessary or useful for , the Company Subsidiaries or their Representatives in connection with the Company’s, the Company Subsidiaries’ or such Representatives’ inquiries for any such reasonable business purposes, including the presence of such persons as witnesses in hearings or trials for such purposes, except in connection with any audit, investigation, litigation or dispute between Seller or Litigation (its Affiliates, on the one hand, and any Purchaser, the Company, the Company Subsidiaries or their Affiliates, on the other than any Litigation involving a dispute between the Parties) or any other reasonable business purpose relating to the Businesshand; provided provided, however, that any such access by the Company shall not unreasonably interfere with the conduct business or operations of the business of Rank and Seller or its Affiliates. (bd) After In addition to the Commencement provisions of (i) Section 5.02(e) and (ii) the Amended and Restated Operating Agreement, from and after the Closing Date, in connection with any reasonable business purpose, including (x) in response to the request or at the direction of a Governmental Entity, (y) the preparation of financial statements, Tax Returns or other documents related to Tax matters or (z) the determination of any matter relating to the rights or obligations of Seller and its Affiliates under this Agreement or any of the other Transaction Agreements (including any claim for indemnity made under or pursuant to this Agreement), subject to Section 5.02(f), upon reasonable advance written notice and during regular business hours, the Company shall, and shall cause its Affiliates the Company Subsidiaries to, until the 7th anniversary of the date on which Rank and its Affiliates own less than 10% of the capital stock in the Company (i) afford to Rank give Seller and its Affiliates and their respective employees and authorized representatives Representatives reasonable access to the Company’s employees Books and auditorsRecords in existence as of the Closing Date (including, (ii) retain all booksfor the avoidance of doubt, records (including accountant’s work papers), Tax Returns and other information and documents pertaining relating to Tax matters), (ii) furnish to the BusinessSeller and its Affiliates and Representatives such additional financial data and other information regarding the Company and the Company Subsidiaries and the businesses conducted by them prior to the Closing Date as Seller and its Affiliates or Representatives may from time to time reasonably request (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters) and (iii) afford access to and make available to Seller, its Affiliates and Representatives the employees of the Company and the Company Subsidiaries whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist Seller or its Affiliates or Representatives in connection with Seller’s, such Affiliates’ or such Representatives’ inquiries for inspection any of the purposes referred to in this Section 5.02(d) above, including the presence of such persons as witnesses in hearings or trials for such purposes, except in connection with any litigation or dispute between Seller or its Affiliates, on the one hand, and copying by Rank (at Rank’s expense) during normal business hoursthe Company or the Company Subsidiaries or their Affiliates, in each case so as on the other hand; provided, however, that such access shall not to unreasonably interfere with the conduct business or operations of the Business Company or the Company Subsidiaries. Seller shall reimburse the Company promptly for any reasonable out-of-pocket expenses incurred by the PEI GroupCompany and the Company Subsidiaries in complying with any request by or on behalf of Seller or its Affiliates or Representatives in connection with this Section 5.02(d). (e) Notwithstanding the provisions of Section 5.02(c), their books Seller and its Affiliates shall have the right to retain copies of accountall Books and Records (including, financial for the avoidance of doubt, Tax Returns and other records information and documents relating to Tax matters) of the Company and each of the Company Subsidiaries and their respective businesses relating to periods ending on or prior to the Closing Date (i) relating to information (including accountant’s work papers)employment and medical records) regarding the Employees, and such other information (Aii) as may be required by any Governmental Authoritylegal or regulatory authority, including pursuant to any applicable Law or regulatory request or prepare to file any Tax related documentation, (Biii) as may be necessary for Rank or its Affiliates in connection with their ongoing financial reporting, accounting or other purpose related to Rank Seller and its Affiliates’ affiliation with the Company, or (C) as may be necessary for Rank or its Affiliates to perform their respective obligations pursuant to this Agreement Agreement, the Transaction Agreements or any other agreement between Seller and its Affiliates, on the one hand, and the Company or any of the Company Subsidiaries, on the other hand, that will remain in connection with any Litigation (other than any Litigation involving a dispute between effect after the Parties)Closing, in each case subject to compliance with all applicable privacy Laws; provided, that such retained copies shall only be used by Seller and its Affiliates for any reasonable business purpose, including (x) in response to the request or at the direction of a Governmental Entity, (y) the preparation of financial statements, Tax Returns or other documents related to Tax matters or (z) the determination of any matter relating to the rights or obligations of Seller and its Affiliates under this Agreement or any of the other Transaction Agreements (including any claim for indemnity made under or pursuant to this Agreement). Following the Closing, each party shall, with respect to all Books and Records to which another party is entitled to access hereunder, (A) comply in all material respects with all applicable Laws, including the Code, relating to the preservation and retention of records, (B) apply preservation and retention policies that are no less stringent than those generally applied by Seller as of the date hereof and (C) for at least six (6) years after the Closing Date or until notice is received from Seller of the expiration of the applicable statute of limitations for Tax purposes, whichever is later, preserve and retain all Books and Records and thereafter dispose of the Books and Records only after it shall have given the party entitled to access such Books and Records hereunder ninety (90) days’ prior written notice of such disposition and the opportunity (at the removing party’s expense) to remove and retain such information. Notwithstanding anything in this Agreement to the contrary, Seller shall not be required to provide Purchasers, any of their Affiliates nor, following the Closing, the Company or Company Subsidiaries with any consolidated, combined or unitary Tax Returns of Seller or its Affiliates. (cf) Notwithstanding any other provision of this Agreement, a party hereto shall not be obligated to provide access to any Books and Records or information to the extent that such party determines, in its reasonable judgment, that doing so would violate Law or a Contract of confidentiality owing by such party or its Subsidiaries to a third party or jeopardize the protection of an attorney-client privilege of such party or its Subsidiaries; provided that the party contemplated to provide access shall use reasonable best efforts to obtain waivers or make other arrangements (including redacting information or entering into joint defense agreements) that would enable otherwise required disclosure to the other party or its Representatives to occur without so jeopardizing privilege or contravening such Law, Contract or obligation of confidentiality. The auditors and independent accountants of a party or its Affiliates shall not be obligated to make any work papers available to any Person 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. (g) Notwithstanding anything to the contrary contained herein or any other Transaction Agreement, to the extent that Seller or any of its Affiliates has retained books, records, files, tapes, software, data, documents, hardware, storage devices or other information, materials or equipment that are not used in the operation of the business of the Company or any of the Company Subsidiaries or required by the Company or any of the Company Subsidiaries for regulatory purposes (“Archived Files”) pursuant to a litigation hold or otherwise, each Purchaser acknowledges and agrees that the Archived Files are solely the property of Seller and may be used by Seller in connection with any reasonable business purpose, including (x) in response to the request or at the direction of a Governmental Entity, (y) the preparation of financial statements, Tax Returns or other documents related to Tax matters or (z) the determination of any matter relating to the rights or obligations of Seller and its Affiliates under this Section 7.2Agreement or any of the other Transaction Agreements (including any claim for indemnity made under or pursuant to this Agreement). Seller agrees to hold all Archived Files in accordance with applicable Law, rules, regulations and Seller’s internal document retention, compliance and business continuity policies and procedures. (h) The parties hereto agree that, notwithstanding anything in the Confidentiality Agreement to the contrary, the Party granting access terms of the Confidentiality Agreement applicable to each of them are incorporated into this Agreement by reference and shall continue in full force and effect until the Closing (and all information exchanged pursuant to Section 5.02(a) shall be subject to the Confidentiality Agreement), at which time the Confidentiality Agreement shall terminate; provided that the remedies of the parties under Section 7.2(a) or Section 7.2(b) may withhold the Confidentiality Agreement shall survive the termination thereof with respect to any document (or portions thereof) or information breach arising prior to such termination. If for any reason, the transactions contemplated by this Agreement are not consummated, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. From and after the Closing, the parties hereto agree to be bound by the confidentiality provisions applicable to Members, as set forth in the Amended and Restated Operating Agreement. (i) that is subject From the date hereof through the Closing Date, Seller shall make available to Purchasers when available to the terms Board (i) complete copies of a non-disclosure agreement with a third party (provided that A) the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of each calendar quarter and (B) the related unaudited consolidated statement of income (loss) of the Company and the Company Subsidiaries for such party shall use commercially reasonable efforts to share such information in a manner that would not violate any such obligationcalendar quarter (the “Future Company Consolidated Quarterly Financial Statements”), and (ii) that may constitute privileged attorney-client communications or attorney work product complete copies of (A) the unaudited consolidated balance sheet of the Company and the transfer Company Subsidiaries as of whichthe end of each calendar year and (B) the related unaudited consolidated statement of income (loss) of the Company and the Company Subsidiaries for such calendar year (the “Future Company Consolidated Annual Financial Statements”, or and together with the provision Future Company Consolidated Quarterly Financial Statements, the “Future Company Consolidated Financial Statements”). (j) From the date hereof through the Closing Date, Seller shall make available to Purchasers when available to the Board (i) complete copies of access to which, (A) the unaudited balance sheet of Fortitude Re as reasonably determined by of the end of each calendar quarter and (B) the related statement of income (loss) of Fortitude Re for such Party’s counsel, constitutes a waiver of any such privilege calendar quarter (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not jeopardize any such privilegethe “Future Fortitude Re Quarterly Financial Statements”), or and (iiiii) if complete copies of (A) the provision unaudited balance sheet of access to the Fortitude Re as of the end of each calendar year and (B) the related statements of income (loss), comprehensive income (loss), shareholders’ equity and cash flows of Fortitude Re for such document calendar year (or portion thereof) or informationthe “Future Fortitude Re Annual Financial Statements”, as determined by such Party’s counseland together with the Future Fortitude Re Quarterly Financial Statements, would reasonably be expected to conflict with applicable Lawsthe “Future Fortitude Re Financial Statements”).

Access to Information; Books and Records. Subject to applicable Law, upon reasonable notice during the period from the date hereof until Closing, the Debtors, on behalf of the Company and its Subsidiaries, shall afford the Commitment Parties and Second Lien Noteholder Group Parties and their respective Representatives reasonable access, during normal business hours and without unreasonable disruption or interference with the Company’s and its Subsidiaries’ conduct of business, to the Company’s and its Subsidiaries’ employees, advisors and representatives, properties, books, Contracts and records (aincluding financial information, information in respect of the Company’s and its Subsidiaries’ Hydrocarbon Interests, Oil and Gas Properties, Real Properties and compliance with Environmental Laws and other environmental matters) On and after and, during the Commencement Dateperiod from the date hereof until Closing, Rank shall, the Company shall (and shall cause its Affiliates Subsidiaries to, until the 7th anniversary of the Commencement Date, afford ) furnish promptly to the Company and its employees and authorized representatives during normal business hours such Commitment Parties all reasonable access to their books of account, financial and other records (including accountant’s work papers), information, employees and auditors at information concerning the Company’s expense to and its Subsidiaries’ business, properties and personnel as may reasonably be requested by any such party; provided, that the extent necessary or useful for foregoing shall not require the Company in connection with (a) to permit any audit, investigationinspection, or dispute or Litigation (other than to disclose any Litigation involving a dispute between information, that in the Parties) reasonable judgment of the Debtors would cause the Company or any other reasonable business purpose relating of its Subsidiaries to the Business; provided that violate any such access by of their respective obligations with respect to confidentiality to a third party if the Company shall not unreasonably interfere with have used its reasonable best efforts to obtain, but failed to obtain, the conduct consent of the business of Rank and its Affiliates. such third party to such inspection or disclosure, (b) After the Commencement Date, to disclose any legally privileged information of the Company shall, or any of its Subsidiaries or (c) to violate any applicable Laws or Orders. All requests for information and access made in accordance with this Section 6.5 shall cause its Affiliates to, until the 7th anniversary be directed to an executive officer of the date on which Rank and its Affiliates own less than 10% of the capital stock in the Company (i) afford to Rank and its Affiliates and their respective employees and authorized representatives reasonable access to or such Person as may be designated by the Company’s employees executive officers. Each Commitment Party and auditorsSecond Lien Noteholder Group Party hereby agrees that any information acquired by such Commitment Party, (ii) retain all books, records (including accountant’s work papers), and other information and documents pertaining Second Lien Noteholder Group Party or its respective Representatives solely pursuant to the Business, and (iii) afford access to and make available for inspection and copying by Rank (at Rank’s expense) during normal business hours, in each case so as not to unreasonably interfere with the conduct of the Business by the PEI Group, their books of account, financial and other records (including accountant’s work papers), and such other information (A) as a request made under this Section 6.5 may be required by any Governmental Authority, including pursuant to any applicable Law or regulatory request or prepare to file any Tax related documentation, (B) as may be necessary for Rank or its Affiliates in connection with their ongoing financial reporting, accounting or other purpose related to Rank and its Affiliates’ affiliation with the Company, or (C) as may be necessary for Rank or its Affiliates to perform their respective obligations pursuant to this Agreement or in connection with any Litigation (other than any Litigation involving a dispute between the Parties), in each case subject to compliance with all applicable privacy Laws. (c) Notwithstanding anything to the contrary in this Section 7.2, the Party granting access under Section 7.2(a) or Section 7.2(b) may withhold any document (or portions thereof) or information (i) that is subject to the terms of a non-disclosure confidentiality agreement with a third party (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not violate any such obligation), (ii) that and may constitute privileged attorney-client communications “confidential information” (as such term will be defined in such confidentiality agreement)) to be entered into between each Commitment Party or attorney work product Second Lien Noteholder Group Party, as applicable, and the transfer of which, Debtors in form and substance and on terms mutually acceptable to each Commitment Party or the provision of access to whichSecond Lien Noteholder Group Party, as reasonably determined by such Party’s counselapplicable, constitutes a waiver of any such privilege (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not jeopardize any such privilege), or (iii) if and the provision of access to such document (or portion thereof) or information, as determined by such Party’s counsel, would reasonably be expected to conflict with applicable LawsDebtors.

Access to Information; Books and Records. (a) On and For a period of five (5) years after the Commencement Closing Date, Rank or for such longer period of time as may be required by Applicable Law, each of Buyer and Seller shall, and shall cause its respective Affiliates to(including, until in the 7th anniversary case of the Commencement DateBuyer, afford to the Company and its employees and authorized representatives during normal business hours reasonable access to their Subsidiaries) to, (i) maintain its books of account, financial and other records (including accountant’s work papers), information, employees ) and auditors at information relating to the Companybusiness of the Company and its Subsidiaries (including any shared or commingled books and records resulting from Seller’s expense historical relationship with the Company and its Subsidiaries) to the extent necessary or useful for the Company in connection with any audit, investigation, or dispute or Litigation (other than any Litigation involving a dispute between the Parties) or any other reasonable business purpose relating related to the Business; provided that period prior to Closing and (ii) subject to Applicable Law and subject to any such access by applicable privileges (including the Company shall not unreasonably interfere with attorney-client privilege) and confidentiality obligations (whether contractual, statutory or other), afford promptly to the conduct of the business of Rank other party and its Affiliates. (b) After the Commencement Date, the Company shall, and shall cause its Affiliates to, until the 7th anniversary of the date on which Rank and its Affiliates own less than 10% of the capital stock in the Company (i) afford to Rank and its Affiliates and their respective employees and authorized representatives Representatives reasonable access to the Company’s employees and auditors, (ii) retain all books, records (including accountant’s work papers), and other information and documents pertaining to the Business, and (iii) afford access to and make available for inspection and copying by Rank (at Rank’s expense) during normal business hours, in each case so as not to unreasonably interfere with the conduct of the Business by the PEI Group, their its books of account, financial and other records (including accountant’s work papers, subject to accountant’s consent and to the execution of customary non-reliance letters), information, employees and auditors relating to the business of the Company and its Subsidiaries to the extent related to the period prior to Closing (including any shared or commingled books and records resulting from Seller’s historical relationship with the Company and its Subsidiaries) to the extent reasonably required for such other party in connection with any reasonable business purpose (which shall not include any dispute between the parties); provided that any such access shall not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or the business of Seller or any of its Affiliates, as applicable. The accessing party shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with the foregoing. Notwithstanding the foregoing, if any information (A) as may be required by any Governmental Authority, including pursuant or access requested constitutes business or trade secrets of a party or its Affiliates or is subject to any applicable privileges (including the attorney-client privilege) or confidentiality obligations (whether contractual, statutory or other), or if providing such information or access would violate Applicable Law (in each case, as determined by the requested party in good faith), the requested party will work in good faith with the requesting party to develop mutually acceptable alternatives to providing such information or regulatory request access, if any such alternatives can be developed reasonably, in order to assist the requesting party in providing such access and information. (b) Without limiting Section 7.05(a), for a period of five (5) years after the Closing Date, each of Buyer and Seller shall, and shall cause its respective Affiliates (including, in the case of Buyer, the Company and its Subsidiaries) to make available to the other party and its Representatives the employees, including in-house counsel, of, with respect to Buyer, the Company and its Subsidiaries, and with respect to Seller, Seller and its Affiliates, to the extent reasonably necessary or prepare to file any Tax related documentation, (B) as may be necessary useful for Rank the requesting party or its Affiliates in connection with their ongoing financial reporting, accounting any litigation or other purpose related any regulatory or administrative matters or proceedings relating to Rank and its Affiliates’ affiliation with the Company, period prior to Closing in which the requesting party or (C) as may be necessary for Rank or any of its Affiliates may from time to perform their respective obligations pursuant to this Agreement or time be involved. Such availability shall include, in connection with any Litigation such matters, such persons consulting with the requesting party and its Representatives, serving as witnesses and providing such other assistance as may be reasonably requested by the requesting party and its Representatives. The requesting party shall bear all of out-of-pocket costs and expenses (other than any Litigation involving a dispute between including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with the Parties), in each case subject to compliance with all applicable privacy Lawsforegoing. (c) Notwithstanding anything In addition to the contrary foregoing, Seller will deliver or cause to be delivered to Buyer at, or promptly after, the Closing all books, records and other documents (or copies thereof) relating to the business of the Company and its Subsidiaries (or, in the case of books, records or other documents that relate to the business of the Company and its subsidiaries and to matters unrelated to the such business, shall deliver or cause to be delivered copies of all books, records or other documents to the extent relating to the business of the Company and its subsidiaries) that are not in the possession of the Company and its Subsidiaries as of the Closing and that are reasonably necessary to the continuing operation of the business of the Company and its subsidiaries. (d) Without limiting Section 7.10, this Section 7.27.05 shall not apply to, the Party granting access under Section 7.2(a) and shall not create any rights or Section 7.2(b) may withhold any document (or portions thereof) or information (i) that is subject to the terms obligations of a non-disclosure agreement with a third party (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not violate any such obligation)Buyer, (ii) that may constitute privileged attorney-client communications or attorney work product and the transfer of which, Seller or the provision of access to whichCompany with respect to, as reasonably determined any historical data originated by such Party’s counselthe CitiFinancial, constitutes a waiver of any such privilege (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not jeopardize any such privilege), or (iii) if the provision of access to such document (or portion thereof) or information, as determined by such Party’s counsel, would reasonably be expected to conflict with applicable LawsNorth America business unit within Seller and its Affiliates.