Common use of Access to Information Clause in Contracts

Access to Information. (a) Sellers agree that, until the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. Other than in circumstances in which indemnification is sought pursuant to Article V (in which event the provisions of such Article V shall govern) or for matters related to provision of Tax records (in which event the provisions of the Tax Matters Agreement and Employee Matters Agreement shall govern) and subject to appropriate restrictions for Privileged Information or Confidential Information: (a) Sellers agree thatAfter the Distribution Time, until and subject to compliance with the earlier terms of the Executory Contract Designation Deadline Ancillary Agreements, upon the prior written reasonable request by, and at the termination of this Agreementexpense of, Purchaser shall be entitledOmniAb for specific and identified Information: (i) that (x) relates to OmniAb or the OmniAb Business, through its Representatives or otherwiseas the case may be, to have reasonable access prior to the executive officers and Representatives Distribution Time or (y) is necessary for OmniAb to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Ligand and/or OmniAb are parties, Ligand shall provide, as soon as reasonably practicable following the receipt of Sellers and such request, appropriate copies of such Information (or the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including originals thereof if OmniAb has a reasonable need for such originals) in the Purchased Assets and Assumed Liabilities) possession or control of Sellers and their Ligand or any of its Affiliates or Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted but only to the extent that it would, such items so relate and are not already in Sellers’ reasonable determination, require any Seller, any Subsidiary the possession or control of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which caseOmniAb; provided that, to the extent any originals are delivered to OmniAb pursuant to this Agreement or the Ancillary Agreements, OmniAb shall, at its own expense, return them to Ligand within a reasonable time after the need to retain such originals has ceased; provided further that, such obligation to provide any requested Information shall terminate and be of no further force and effect on the date that is the first anniversary of the date of this Agreement; provided further that, in the event that Ligand, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Section 6.3) would violate any Law or Contract with a third party or could reasonably result in the waiver of any Privilege, Ligand shall not be obligated to provide such Information requested by PurchaserOmniAb; (ii) that (x) is required by OmniAb with regard to reasonable compliance with reporting, Sellers will use reasonable best efforts to seek an amendment disclosure, filing or appropriate waiverother requirements imposed on OmniAb (including under applicable securities laws) by a Governmental Entity having jurisdiction over OmniAb, or necessary consents(y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as may be required applicable, Ligand shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if OmniAb has a reasonable need for such originals) in the possession or control of Ligand or any of its Affiliates or Subsidiaries, but only to avoid the extent such conflict, items so relate and are not already in the possession or restructure the form control of access, so as to permit the access requested)OmniAb; provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closingthat, to the Chief Financial Officer of Parent or his designee, and following the Closing, extent any originals are delivered to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld OmniAb pursuant to this Agreement or the Ancillary Agreements, OmniAb shall, at its own expense, return them to Ligand within a reasonable time after the need to retain such originals has ceased; provided further that, in the event that Ligand, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Section 6.1(a)6.3) would violate any Law or Contract with a third party or waive any Privilege, Seller Ligand shall inform Purchaser in writing as not be obligated to the general nature of what is being withheld and the reason for withholding provide such material.Information requested by OmniAb; or (b) Any investigation After the Distribution Time, and examination contemplated by this Section 6.1 shall be subject to restrictions set forth compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, Ligand for specific and identified Information: (i) that (x) relates to matters prior to the Distribution Time or (y) is necessary for Ligand to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Ligand and/or OmniAb are parties, OmniAb shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Ligand has a reasonable need for such originals) in the possession or control of OmniAb or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Ligand; provided that, to the extent any originals are delivered to Ligand pursuant to this Agreement or the Ancillary Agreements, Ligand shall, at its own expense, return them to OmniAb within a reasonable time after the need to retain such originals has ceased; provided further that, in the event any such access or the provision of any such Information (including information requested under Section 6.24 and 6.3) would violate any Law or Contract with a third party or waive any Privilege, OmniAb shall not be obligated to provide such Information requested by Ligand. (ii) that (x) is required by Ligand with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on Ligand (including under applicable Law. Sellers shall cooperatesecurities laws) by a Governmental Entity having jurisdiction over Ligand, and shall cause their Subsidiaries and each of their respective Representatives or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to cooperatesatisfy audit, with Purchaser and its Representatives in connection with such investigation and examinationaccounting, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoingclaims, subject to Section 6.1(a)regulatory, such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers)litigation, offices, properties and Action or other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiariessimilar requirements, as applicable, OmniAb shall have provide, as soon as reasonably practicable following the right to be present at any meeting between any receipt of such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subjectappropriate copies of such Information (or the originals thereof if Ligand has a reasonable need for such originals) in the possession or control of OmniAb or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in each casethe possession or control of Ligand; provided that, to the confidentiality restrictions outlined in extent any originals are delivered to Ligand pursuant to this Section 6.1. Notwithstanding anything contained herein Agreement or the Ancillary Agreements, Ligand shall, at its own expense, return them to OmniAb within a reasonable time after the need to retain such originals has ceased. (c) Each of Ligand and OmniAb shall inform their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the contrary, Purchaser shall consult other Party’s Confidential Information or other information provided pursuant to this Article VI of their obligation to hold such information confidential in accordance with Sellers prior to conducting any environmental investigations or examinations the provisions of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertythis Agreement.

Access to Information. (a) Sellers agree that, until Between the earlier date of the Executory Contract Designation Deadline this Agreement and the termination of this AgreementClosing Date, Purchaser shall be entitledSeller will, through at reasonable times and upon reasonable notice, provide Buyer and its Representatives or otherwise, to have Representatives: (i) reasonable access to the executive officers and Representatives of Sellers and the properties their respective managerial personnel, to all books, records, plans, equipment, offices and other facilities, businesses, books, Contracts, personnel, records facilities and operations (including properties constituting part of the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material.Assets; (bii) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional historical financial and operating data and other information with respect to the Assets as Purchaser Buyer may from time to time reasonably request, subjectto the extent reasonably available; (iii) upon request, in a copy of each casematerial report, schedule or other document, if any, filed by Seller with respect to the Assets with the SEC, FERC, ACC, ADEQ or any other Governmental Authority; (iv) access to all Assets for Inspection by Buyer and its Representatives at reasonable times during regular business hours scheduled for such Inspections, and shall provide qualified management, engineering, operations and maintenance and other personnel to make presentations as required, to escort such Persons and to assist in all aspects of conducting the confidentiality restrictions outlined Inspections, provided that each of Buyer and Seller shall bear their own costs of participating in the Inspections; and (v) access to all such other information in the possession or control of Seller as shall be reasonably necessary to enable Buyer or its Representatives to verify the accuracy of the representations and warranties of Seller contained in this Agreement; provided, however, that any such Inspections shall be conducted in such a manner as not to interfere unreasonably with the operation of the Assets. In the event that Seller's provision of information under this Section 6.2 would (A) constitute a waiver of any legal privilege, including the attorney-client privilege or work product privilege, or (B) violate any legal or contractual obligation of Seller to a third party, then Seller shall first notify Buyer with respect to the existence and general nature of the restricted information. If the restricted information relates to the Assets, the Parties shall thereupon mutually agree upon a reasonable procedure in order to provide Buyer with access to the information while protecting the legitimate interests of Seller thereto. The mutually agreed procedure may include, without limitation, a limited waiver by Seller of the relevant privilege, Buyer's agreement to maintain the information in strict confidence, limited review or inspection of the information by specified individuals, or any combination of the foregoing. Notwithstanding anything in this Section 6.1. Notwithstanding anything contained herein 6.2(a) to the contrary, Purchaser with respect to employee records Seller will only furnish or provide such access to Transferred Employee Records and will not furnish or provide access to other employee personnel records or medical information unless required by law or specifically authorized by the affected employee. (b) The Parties shall consult cooperate to schedule Buyer's Inspections of the Assets so that, to the extent reasonably feasible, any interference with Sellers the operation of the Business is minimized, and Buyer may complete its Inspections of the Assets within ninety (90) working days of commencement of Inspections and within six (6) months after the execution of this Agreement. (c) Until the conclusion of Buyer's next rate case for the Business (or such longer period as may be required by applicable law), each Party and its Representatives shall have reasonable access to all of the books and records relating to the Assets and the Business (for the Seller, only to the extent relating to periods prior to conducting any environmental investigations the Closing Date), including all Transferred Employee Records in the possession of Buyer or examinations Seller to the extent that such access may reasonably be required in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the operation of the Assets. Such access shall be afforded by the Party in possession of any nature, including Phase I such books and Phase II site assessments records upon receipt of reasonable advance notice and during normal business hours. The Party exercising this right of access shall be solely responsible for any environmental sampling in respect costs or expenses incurred by it or the holder of the Transferred Real Propertyinformation with respect to such access pursuant to this Section 6.2(c). If the Party in possession of such books and records shall desire to dispose of any books and records upon or prior to the expiration of such above-stated period (or any such longer period), such Party shall, prior to such disposition, give the other Party a reasonable opportunity, at the latter's expense, to segregate and remove such books and records as it may select. (d) Buyer agrees that, prior to the Closing Date, neither it nor its Representatives will contact any vendors, suppliers, employees, or other contracting parties of Seller or its Affiliates with respect to any aspect of the Assets or the transactions contemplated hereby, without the prior written consent of Seller, which consent shall not be unreasonably withheld.

Access to Information. (a) Sellers agree thatAfter Closing, until the earlier of the Executory Contract Designation Deadline Buyer will, and the termination of this Agreement, Purchaser shall be entitled, through will cause its Representatives to, at no cost to Buyer or otherwiseits Representatives, afford to have Seller, including its Representatives, on reasonable notice and at reasonable times, reasonable access to all books, records, files and documents related to the executive officers Business in order to permit Seller to prepare and Representatives of Sellers file its Tax Returns and to prepare for and participate in any investigation with respect thereto, to prepare for and participate in any other investigation and defend any Proceedings relating to or involving Seller or the Business for which Seller may be responsible, to discharge its obligations under this Agreement and the properties other Related Documents to which it is a party and for other facilitiesreasonable purposes and will afford Seller reasonable assistance in connection therewith. Buyer will cause such records to be maintained for not less than seven (7) years from the Closing Date and will not dispose of such records without first offering in writing to deliver them to Seller; provided, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no in the event that Buyer transfers all or a portion of the Business to any third party during such investigation period, Buyer may transfer to such third party all or examination a portion of the books, records, files and documents related thereof, provided such third party transferee expressly assumes in writing the obligations of Buyer under this Section 6.2(a). In addition, on and after the Closing Date, at Seller’s request, Buyer shall make available to Seller and its Affiliates and Representatives, on reasonable notice and at reasonable times, those employees of Buyer reasonably requested by Seller in connection with any Proceeding, including to provide testimony, to be permitted deposed, to act as witnesses and to assist counsel; provided, however, that (i) such access to such employees shall not unreasonably interfere with the extent that it wouldnormal conduct of the operations of Buyer and (ii) Seller shall reimburse Buyer for the out-of-pocket costs reasonably incurred by Buyer in making such employees available to Seller. Without limiting the application of Section 6.1(d), in Sellers’ reasonable determination, require any Seller, any Subsidiary of any all documents or information furnished by Buyer or obtained by Seller or any of their respective its Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 hereunder shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a6.1(d), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. (a) Sellers agree Seller agrees that, until prior to the earlier of the Executory Contract Designation Deadline and the termination of this AgreementClosing Date, Purchaser shall be entitled, through its Representatives or otherwiseofficers, employees and representatives (including, without limitation, its legal advisors and accountants), to have reasonable access to make such investigation of the executive officers and Representatives of Sellers and the properties and other facilitiesproperties, businesses, books, Contracts, personnel, records businesses and operations (including of the Business and such examination of the books and records of the Business, the Purchased Assets and the Assumed Liabilities) Liabilities as it reasonably requests and to make extracts and copies of Sellers such books and records. Any such investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances and shall be subject to restrictions under applicable Law. Seller shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Seller and its applicable Affiliates to cooperate with Purchaser and Purchaser’s representatives in connection with such investigation and examination, and Purchaser and its representatives shall cooperate with Seller and its representatives and shall use their Subsidiariesreasonable efforts to minimize any disruption to the Business. Prior to performing any inspection or test, including access Purchaser must deliver a certificate of insurance to systemsSeller evidencing that Purchaser and its contractors, dataagents and representatives have in place and will maintain during the term of this Agreement commercial general liability insurance acceptable to Seller covering any accident arising in connection with the presence of Purchaser, databases for benefit plan administration; provided howeverits contractors, that agents and representatives on Seller Properties, which insurance shall name as additional insured thereunder Seller and such other parties holding insurable interests as Seller may designate. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, would require any Seller, any Subsidiary of any Seller or any of their respective Representatives its applicable Affiliates to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement obligations to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, its applicable Affiliates is bound. Notwithstanding anything to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directedcontrary contained herein, prior to the Closing, without the prior written consent of Seller, which may be withheld for any reason, Purchaser shall not contact any suppliers to, or customers of, Seller. Purchaser must obtain Seller’s prior written consent (which consent will not be unreasonably withheld or delayed) prior to performing any invasive or intrusive testing of the Chief Financial Officer Owned Properties (including, without limitation, collection of Parent air, soil, groundwater, or his designeebuilding material samples or soil cores or any test designed to identify the presence of Hazardous Material), and following any such invasive testing, Purchaser shall restore the Closing, Owned Properties as nearly as reasonably practicable to the Chief Restructuring Officer of Parent or his or her designeecondition that existed prior to such testing. If any material is withheld pursuant Purchaser hereby agrees to this Section 6.1(a)indemnify, Seller shall inform Purchaser in writing as to the general nature of what is being withheld defend and the reason for withholding such material. (b) Any investigation hold Seller, its partners, shareholders, members, managers, owners and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers affiliates and their respective Subsidiaries identified by such executive officers), officesmanagers, properties directors, employees, agents and other facilitiesrepresentatives harmless from and against any and all liens, claims, causes of action, damages, liabilities and books, Contracts and records expenses (including any document retention policies of Sellersreasonable attorneys’ fees) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative arising out of Purchaser, whether such meeting is in person, telephonic ’s inspections or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in tests permitted under this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertyAgreement.

Access to Information. Between the date of this Agreement and the Closing Date, the Sellers shall, and shall cause their Affiliates (ato the extent reasonably required) to, upon reasonable request by the Buyer, provide the Buyer, the Buyer’s lenders and their respective employees, counsel, accountants and other representatives and advisors (collectively, the “Representatives”) full access, during normal business hours on reasonable notice (and at such other times as Buyer reasonably requests) and under reasonable circumstances, to any and all premises, properties, Contracts, commitments, books and records and other information exclusively of or relating exclusively to the Stock or the Companies (the “Company Subject Matter”); provided, however, that the Sellers agree thatshall use their respective commercially reasonable efforts to provide to the Buyer and its lenders any such information that does not relate exclusively to the Company Subject Matter to the extent such information can be segregated without undue effort from information relating to the Sellers or their Affiliates and that is not otherwise confidential or of a competitive nature; provided, until further, that such access may be limited to the earlier location at which the relevant information is normally maintained, shall not unreasonably interfere with the operations of the Executory Contract Designation Deadline Companies or their Affiliates, and shall be limited to the termination extent reasonably determined to be required by the applicable law. In furtherance of the foregoing but subject to the limitations of this AgreementSection 9.3, Purchaser the Sellers shall, and shall be entitledcause each Company’s Subsidiaries to, through its permit the Buyer, the Buyer’s lenders and their respective Representatives or otherwise, to have reasonable access to the executive officers and Representatives Real Property to perform, at the Buyer’s expense, any environmental testing that the Buyer reasonably deems appropriate, including, without limitation, a Phase I environmental site assessment of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access any such property pursuant to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted ASTM Standard E 1527-05. Prior to the extent that it wouldClosing Date, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or neither the Buyer nor any of their respective its Representatives shall contact or make inquiries to disclose information subject to attorney-client privilege or any governmental agencies (other than as contemplated by Articles VII and VIII hereof) in conflict connection with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination transactions contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each Agreement without the prior written consent of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertySeller.

Access to Information. (a) Sellers agree that, until Prior to the earlier of the Executory Contract Designation Deadline and the termination of this AgreementClosing Date, Purchaser shall will be entitled, through its Representatives or otherwiseofficers, employees, consultants and representatives (including, without limitation, its legal advisors and accountants), to have reasonable access to make such investigation of the executive officers and Representatives of Sellers and the properties and other facilitiesproperties, businesses, books, Contracts, personnel, records businesses and operations (including of the Business and such examination of the books and records of the Business, the Purchased Assets and the Assumed Liabilities) Liabilities as it reasonably requests and to make extracts and copies of Sellers such books and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no records. Any such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall will be conducted upon reasonable advance notice and under reasonable circumstances and will be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, will direct and shall use their best efforts to cause their Subsidiaries respective officers, employees, consultants, agents, accountants, attorneys and each of their respective Representatives other representatives to cooperate, cooperate with Purchaser and its Representatives Purchaser’s representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere representatives will cooperate with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1representatives. Notwithstanding anything contained herein to the contrary, no such investigation or examination will be permitted to the extent that it would require Sellers to disclose information that is competitively sensitive or subject to attorney-client privilege. No investigation by Purchaser shall consult with Sellers prior to conducting or after the date of this Agreement will affect or be deemed to modify any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyrepresentations, warranties, covenants or agreements of Sellers contained in this Agreement. Sellers will promptly deliver to Purchaser all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed in any other judicial or administrative proceeding related to the Business, the Purchased Assets and the transactions contemplated by this Agreement as Purchaser may reasonably request.

Access to Information. From the date hereof until the earlier to occur of the Closing and termination of this Agreement pursuant to Article IX, Seller shall (a) Sellers agree thatafford Buyer and its Representatives reasonable access during normal business hours, until upon reasonable advance notice, to and the earlier right to inspect all of the Executory Contract Designation Deadline and the termination of this Agreementproperties, Purchaser shall be entitledassets, through its Representatives or otherwisepremises, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted in each case to the extent that it wouldthey relate to the Purchased Assets, in Sellers’ reasonable determinationbooks and records, require any SellerAssumed Contracts and other documents and data Related to the Business; (b) promptly furnish Buyer and its Representatives with such financial, any Subsidiary of any Seller operating and other data and information Related to the Business as Buyer or any of their respective its Representatives may reasonably request; and (c) instruct the Representatives of Seller to disclose information subject to attorney-client privilege or cooperate with Buyer in conflict with any confidentiality agreement to which any Sellerits investigation of the Purchased Assets, any Subsidiary including Buyer conducting a physical inventory of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, Inventory prior to the Closing; provided, however, that Seller may restrict or otherwise prohibit access to any documents or information to the Chief Financial Officer extent (i) required by any Governmental Order or Law to which Seller is subject, (ii) it would be reasonably likely to result in Seller waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information, or (iii) access to an Assumed Contract in effect as of Parent the date of this Agreement to which Seller is a party or his designeeotherwise bound would violate or cause a default pursuant to, and following or give a Third Party the Closingright to terminate or accelerate the rights pursuant to, such Contract (it being understood that Seller shall use commercially reasonable efforts to the Chief Restructuring Officer of Parent or his or her designeeeither eliminate any such impediments to providing such information and/or to provide reasonable alternatives to such restricted information). If ▇▇▇▇▇ agrees that any material is withheld such access pursuant to this Section 6.1(a), Seller 6.03 shall inform Purchaser be conducted in writing such a manner as not to interfere unreasonably with the normal operations of the Business. Any access to the general nature properties (including systems) of what is being withheld Seller will be subject to Seller’s reasonable security measures and insurance requirements and will not include the reason for withholding such material. (b) Any right to perform invasive testing. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Buyer, its Affiliates or any of its or their Representatives in connection with any investigation and examination conducted pursuant to the access contemplated by this Section 6.1 shall 6.03. All requests for access pursuant to this Section 6.03 must be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, directed to the confidentiality restrictions outlined Seller’s Chief Executive Officer, or another person designated in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertywriting by Seller.

Access to Information. (a) Sellers agree thatDuring the Pre-Closing Period, until the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateCompany shall, and shall cause their the Company Subsidiaries and each the Representatives of the Company and the Company Subsidiaries to, (i) afford to Parent, Merger Sub and their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers its officers, employees, agents, properties, facilities, books, records, Contracts and other assets, and (and employees of Sellers ii) promptly furnish to Parent, Merger Sub and their respective Subsidiaries identified by such executive officers)Representatives copies of all existing financial, offices, properties operating and other facilitiesdata and information, and books, Contracts and records in each case of the immediately preceding clauses (including any document retention policies of Sellersi) and access to accountants (ii) of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, this Section 6.8(a) as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser Persons may from time to time reasonably request, subjectfor any reasonable business purpose in furtherance of the consummation of the Transactions, including for integration planning purposes; provided that any such access (including to employees) shall be conducted at Parent’s expense, under the supervision of appropriate personnel of the Company or the Company Subsidiaries, at a reasonable time and in such a manner as to not interfere unreasonably with the normal operation of the business of the Company. During the Pre-Closing Period, the Company shall, and shall cause each Company Subsidiary to, use reasonable best efforts to, at the reasonable request of Parent, facilitate site visits by any of Parent, Merger Sub or their respective Representatives at any facility of a Third Party contract manufacturer of the Company or any Company Subsidiary. The Company shall instruct its Representatives to cooperate with Parent and Merger Sub in their investigation of the Company and the Company Subsidiaries in accordance with the terms of this Section 6.8(a). No additional investigations or disclosures shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent and Merger Sub pursuant to this Agreement. (b) Nothing herein shall require the Company or any Company Subsidiary to disclose any information to (including by way of facilitating site visits by) Parent, Merger Sub or their respective Representatives if such disclosure would, in each casethe Company’s reasonable discretion (i) jeopardize any attorney client or other legal privilege (provided that the Company will nonetheless provide Parent and the applicable Representatives of Parent with appropriate information regarding the factual basis underlying any circumstances that resulted in the preparation of such privileged analyses so long as such privilege will not be jeopardized thereby) or (ii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date hereof, including any confidentiality agreement to which the Company or any Company Subsidiary is a party (provided that the Company shall use its reasonable best efforts to obtain the consent of any such agreement’s counterparty to such inspection or disclosure). The Company and Parent will each use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure under circumstances in which the restrictions outlined of the preceding sentence apply. Notwithstanding the foregoing, nothing in this Section 6.1. Notwithstanding anything contained herein 6.8 shall require the Company nor any Company Subsidiary to disclose any information to Parent, Merger Sub or their respective Representatives if such information relates to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect applicable portions of the Transferred Real Propertyminutes of the meetings of the Company Board or any committee thereof (including any presentations or other materials prepared by or for the Company Board or such committee thereof) where the Company Board or committee thereof discussed (x) the Transactions, or any similar transaction involving the Company, (y) any Acquisition Proposal or (z) a Company Adverse Recommendation Change. (c) The information disclosed pursuant to this Section 6.8 shall be treated in accordance with the provisions of the Confidentiality Agreement, which shall remain in full force and effect in accordance with its terms.

Access to Information. Except as may be deemed appropriate to ensure compliance with any Applicable Laws (including, without limitation, any requirements with respect to security clearances) and subject to any applicable privileges (including, without limitation, the attorney-client privilege), from the date of this Agreement until the Closing Date, LM will, and will cause each Subsidiary of LM to: (a) Sellers agree that, until the earlier of the Executory Contract Designation Deadline give GE and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers offices, properties, books and Representatives records of Sellers LM and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted Subsidiary relating to the extent that it wouldCompany, in Sellers’ the Businesses, the Transferred Assets or the Assumed Liabilities during normal business hours and upon reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material.notice; (b) Any furnish to GE and its Representatives such financial and operating data and other information relating to the Company and the Businesses, as GE may reasonably request; (c) instruct its employees and Representatives to cooperate with GE in its investigation of the Company, the Businesses, the Transferred Assets and examination contemplated by this Section 6.1 shall be subject the Assumed Liabilities (including, in each case, any investigation of the accuracy and completeness of the representations made in the Officers' Certificates referred to restrictions set forth in Section 6.24 8.02(d)(i) and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives other matters reasonably related to cooperate, with Purchaser the Tax consequences of the Contemplated Transactions); and (d) assist GE and its Representatives in connection with such conducting an investigation of the materials and examinationdesigns utilized for or the workmanship related to any product or spare part (other than a CF6 Product or a Nacelle Major Component) manufactured, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with assembled, sold, distributed, overhauled, repaired or retrofitted by the business of Sellers and their SubsidiariesThrust Reverser Business. Without limiting the generality of the foregoing, subject to the limitations set forth in the first sentence of this Section 6.1(a)5.02, (i) LM shall use its best efforts (which best efforts undertaking, if requested by the Company, shall continue after the Closing Date) to enable GE and its Representatives to conduct at GE's own expense business and financial reviews, investigations, and studies as to the integration of the Business and the GE businesses, including any Tax, operating or other efficiencies which may be achieved through the segregation or consolidation of various components of such investigation businesses and examination (ii) subject to the limitations set forth in the first sentence of this Section 5.02, from the date of this Agreement to the Closing Date, LM shall include reasonable give GE and its Representatives access to Sellers’ executive officers (and employees information relating to the Businesses of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilitiesthe type, and bookswith the same level of detail, Contracts and records (including any document retention policies as in the ordinary course of Sellers) and business is made available to the general managers of the Businesses. Notwithstanding the foregoing, GE will not have access to accountants personnel records of Sellers and each LM or any Subsidiary of their respective Subsidiaries (provided that Sellers and each of their respective SubsidiariesLM relating to individual performance or evaluation records, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser medical histories or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, which in each case, to LM's good faith opinion is sensitive or the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting disclosure of which could subject LM or any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertyTransferor Subsidiaries to risk of liability.

Access to Information. (a) Sellers agree thatSeller shall afford Purchaser and its accountants, until the earlier of the Executory Contract Designation Deadline counsel and the termination of this Agreementother representatives (including potential financing sources), Purchaser shall be entitledreasonable access, through its Representatives or otherwiseduring normal business hours, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businessesproperties, books, Contracts, personnel, records and operations (including the Purchased Assets personnel of Seller and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require its Subsidiaries at any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, time prior to the ClosingClosing in order to enable Purchaser obtain all information concerning the business, to assets and properties, results of operations and personnel of Seller and its Subsidiaries as Purchaser may reasonably request. No information or knowledge obtained in the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld foregoing investigation by Purchaser pursuant to this Section 6.1(a), Seller 6.3 shall inform Purchaser in writing as affect or be deemed to modify any representation or warranty contained herein or the conditions to the general nature obligations of what is being withheld Seller and Purchaser to consummate the reason for withholding such materialtransactions contemplated hereby. (b) Any investigation and examination contemplated by this Section 6.1 Seller shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateprovide, and shall cause their its Subsidiaries and each of its and their respective Representatives officers and employees to cooperateprovide, with Purchaser and its Representatives all necessary cooperation in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality arrangement of the foregoingFinancing and related matters, subject including, without limitation, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of Seller with respect to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiariessolvency matters, as applicablemay be requested by Purchaser, provided, however, that such letters, agreements or documents expressly provide that, from and after consummation of the transactions contemplated by this Agreement, Seller shall have no Liability thereunder and the right other parties thereto shall look solely to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyany obligations of Seller thereunder.

Access to Information. Seller shall, and shall cause the Company to, afford to Buyer’s officers, directors, employees, accountants, counsel, consultants, advisors and agents (a“Representatives”) Sellers agree thatfree and full access to and the right to inspect, until the earlier during normal business hours, all of the Executory Contract Designation Deadline Real Property, properties, Assets, records, Contracts and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access other documents related to the executive officers Company and Representatives shall permit them to consult with the officers, employees, accountants, counsel and agents for the purpose of Sellers making such investigation of the Company as Buyer shall desire to make. Seller shall furnish to Buyer all such documents and the properties copies of documents and other facilities, businesses, books, Contracts, personnel, records and operations (including information with respect to the Purchased Assets Company and Assumed Liabilities) copies of Sellers and their Subsidiariesany working papers relating thereto as Buyer may request, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted all to the extent the foregoing items are within the possession or control of Seller or the Company. Without limiting the foregoing, Seller shall permit Buyer and its Representatives to conduct environmental due diligence, investigations and examinations of the Company and the Real Property, including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater or surface or subsurface soils, provided that it would, in Sellers’ (i) Buyer must give Seller and Manager reasonable determination, require any Seller, any Subsidiary prior telephone or written notice of any and all inspections or tests, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent (which consent will not be unreasonably withheld or conditioned), and (ii) Buyer shall not interfere with the operations of the Tenant Parties. Buyer shall bear the cost of all inspections or tests and shall indemnify and hold Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Sellerand the Company harmless from and against all claims, any Subsidiary of any Seller or any of their respective Representatives are bound (in which casedamages, injuries, accidents, losses and expenses relating to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form activities of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, Buyer and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld its Representatives pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material6.3. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. (a) Sellers agree that, From the date hereof until the earlier of (x) the Executory Contract Designation Deadline Closing and the (y) any termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld Agreement pursuant to this Section 6.1(a)7.1, upon reasonable notice, Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateshall, and shall cause their Subsidiaries and each of their respective Representatives its officers, directors, employees, auditors and agents to cooperate(i) afford the officers, with employees and representatives of Purchaser reasonable access, during normal business hours, to the offices, plants, warehouses, properties, Contracts, Tax Returns, books and its Representatives in connection with such investigation records of Seller and examinationthe employees of Seller set forth on Schedule 4.3(1), and each (ii) furnish to the officers, employees and representatives of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information regarding the operations of Seller as are then in existence and as Purchaser may from time to time reasonably request; provided, subjecthowever, that such investigations shall not (i) unreasonably interfere with the operations of Seller or any of their Affiliates or (ii) include any rights to perform or conduct any Phase II environmental or other physically destructive testing or investigations without the prior written consent of Seller (which consent Seller shall have the right to withhold or condition in each caseits sole and absolute discretion). All information provided pursuant to this Section 4.3 shall be governed by the terms of the confidentiality agreement in place between Seller and Purchaser and all discussions by Purchaser or its representatives with any employees of Seller shall be coordinated only through Seller’s senior management and such senior management having the right but not the obligation to participate in or monitor such discussions; provided, however, Purchaser and its representatives shall have the right to meet privately with any employees and other independent contractors of Seller set forth on Schedule 4.3(2) without Seller’s senior management or other representatives participating in such meetings to the confidentiality restrictions outlined extent the substance of such meetings will be limited to discussions of and negotiations about such individual’s future employment, professional goals, role in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect future of the Transferred Real PropertyBusiness and future developments of the Business.

Access to Information. (a) Sellers agree thatSubject to Section 5.7(b), from the date hereof until the earlier of the Executory Contract Designation Deadline Closing Date, Seller and the termination of this AgreementCompany shall (i) give Parent and Buyer, Purchaser shall be entitledtheir respective counsel, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties auditors and other facilitiesauthorized representatives reasonable access, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which caseduring normal business hours, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, books and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality records of the foregoing, subject to Section 6.1(a), Company and such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information relating to the Company as Purchaser such Persons may from time to time reasonably request, subjectand (ii) instruct the employees of Seller to cooperate with Parent and Buyer in their investigation of the Company. No investigation by Parent or other information received by Parent shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller hereunder. (b) During the period commencing from the date hereof until the Closing Date, upon request to Seller, Buyer shall have the right during a period of fourteen (14) consecutive days mutually agreed to with Seller to inspect Seller’s Assigned Technology files on a computer supplied by Seller at a location specified by Seller during normal business hours in each caseorder to confirm that the materials contained in such files are included in the exhibits of the Contribution Agreement setting forth the Assigned Technology; provided that Buyer shall have no right to make, request or take copies of such materials; nor shall Buyer have the right to take notes regarding such materials; provided that Buyer shall have the confidentiality restrictions outlined right to take notes solely for the purpose of assisting it to confirm that the materials contained in this Section 6.1. Notwithstanding anything contained herein to such files are included in the contrary, Purchaser shall consult exhibits of the Contribution Agreement setting forth the Assigned Technology so long as Buyer provides Seller with Sellers a copy of any such notes prior to conducting any environmental investigations or examinations leaving the location of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyits review.

Access to Information. Seller will, at reasonable times and upon reasonable notice: (ai) Sellers agree thatgive Buyer and its representatives reasonable access, until the earlier of the Executory Contract Designation Deadline during normal business hours and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwiseupon reasonable notice, to have reasonable access Seller's managerial personnel and to all books, records, plans, equipment, offices and other facilities and properties constituting the assets subject to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, Option in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as order to permit the access requested)Buyer to make such reasonable Inspections thereof as Buyer may request; provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (bii) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection furnish Buyer with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information with respect to the assets subject to the Option as Purchaser Buyer may from time to time reasonably request, subjectand permit Buyer to make such reasonable Inspections thereof as Buyer may request; (iii) furnish Buyer a copy of each material report, in each case, schedule or other document filed by Seller or any of its Affiliates with respect to the confidentiality restrictions outlined assets subject to the Option, this Agreement and the transactions contemplated hereby with any state or federal court, administrative agency, commission or other Governmental Authority, including, without limitation, the SEC, FERC, New York Public Service Commission or New York Independent System Operator; and (iv) furnish Buyer with all such other information as shall be reasonably necessary to enable Buyer to verify the accuracy of the representations and warranties of Seller contained in this Section 6.1. Notwithstanding anything contained herein Agreement; provided, however, that (x) any such Inspections and investigations shall be conducted in such a manner consistent with Seller's safety requirements and so as not to interfere unreasonably with the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect operation of the Transferred Real Propertysubject assets, (y) Seller shall not be required to take any action which would constitute a waiver of the attorney-client privilege, and (z) Seller need not supply Buyer with any information which Seller is under a legal or contractual obligation not to supply.

Access to Information. (a) Sellers agree that, until the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access In addition to the executive officers provisions of Section 5.02, from and Representatives of Sellers and after the properties and other facilitiesClosing Date, businessesin connection with any reasonable business purpose, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed preparation of Tax Returns, claims relating to Excluded Liabilities) , financial statements, or the determination of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted any matter relating to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary rights or obligations of any Seller or any of their respective Representatives its Affiliates under any of the Transaction Agreements, upon reasonable prior notice, and except as determined in good faith to disclose information subject be necessary to (i) ensure compliance with any applicable Law, (ii) preserve any applicable privilege (including the attorney-client privilege privilege), or in conflict (iii) comply with any contractual confidentiality agreement to which any Sellerobligations, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateshall, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser its Affiliates and its Representatives in connection with such investigation to, (A) afford the Representatives of Seller and examinationits Affiliates reasonable access, during normal business hours, to the offices, properties, books and each records of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality Affiliates in respect of the foregoing, subject to Section 6.1(aBusiness and the Purchased Assets (and related Liabilities), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of SellersB) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s the Representatives of Seller and its Affiliates such additional financial and operating data and other information regarding the Business and the Purchased Assets (and related Liabilities) as Purchaser Seller or its Representatives may from time to time reasonably request, subject, in each case, request and (C) make available to the confidentiality restrictions outlined Representatives of Seller and its Affiliates those employees of Purchaser and its Affiliates whose assistance, expertise, testimony, notes and recollections or presence may be necessary to assist Seller, its Affiliates or its or their respective Representatives in connection with its inquiries for any of the purposes referred to above, including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the business or operations of Purchaser or any of its Affiliates; provided, further, that the auditors and accountants of Purchaser or its Affiliates shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by Purchaser, Seller or one of its Affiliates shall enter into a customary joint defense agreement with Purchaser and its Affiliates with respect to any information to be provided to Seller pursuant to this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property5.01.

Access to Information. (a) Sellers agree that, From the date hereof until the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a)upon reasonable notice, Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateshall, and shall cause their Subsidiaries and each of their respective Representatives to cooperatethe Target Companies to, with Purchaser and cause its Representatives in connection with such investigation and examinationofficers, directors, and each of Purchaser employees, and its Representatives shall use their its commercially reasonable best efforts to not materially interfere with cause its agents, representatives, accountants and counsel to: (a) afford the business officers, employees, agents, accountants, counsel and representatives of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, Buyer who are subject to Section 6.1(a)an appropriate confidentiality agreement reasonable access, such investigation and examination shall include reasonable access during normal business hours, to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), the offices, properties and properties, plants, other facilities, books and books, Contracts Records of the Target Companies and records (including any document retention policies of Sellersb) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives the officers, employees, agents, accountants, counsel and representatives of Buyer who are subject to an appropriate confidentiality agreement such additional financial and operating data and other information regarding the assets, properties, Liabilities and goodwill of the Target Companies (or legible copies thereof) as Purchaser Buyer may from time to time reasonably request, subject, in each caseor as may be reasonably necessary, to facilitate the confidentiality restrictions outlined in transactions contemplated by this Section 6.1. Notwithstanding anything contained herein Agreement, or for the purpose of preparing for the operation of the business of the Target Companies following the Closing, or otherwise for the purpose of preparing for Buyer’s post-Closing relationship with Seller and the Target Companies pursuant to this Agreement and the contraryAncillary Agreements; provided, Purchaser that (i) such investigation shall consult with Sellers prior only be upon reasonable notice and shall be at Buyer’s sole cost and expense; and (ii) Buyer and its representatives shall not be permitted to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and perform any environmental sampling in respect of the Transferred at any Owned Real Property or Leased Real Property, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions. All information obtained by Buyer and its representatives shall be subject to the Confidentiality Agreement. All requests for access pursuant to this Section 6.03(a) shall be made to Seller.

Access to Information. (a) Sellers agree that6.5.1 Subject to Section 6.4, until the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examinationCompany shall, and each Member shall cause the Company to, cause its Representatives to afford the Representatives of Purchaser Buyer reasonable access during normal business hours to the officers, managers, employees, agents, properties, offices and other facilities of the Company and its Representatives shall use their reasonable best efforts books and records, and furnish Buyer with such financial, operating and other data and information with respect to not materially interfere with the business of Sellers and their SubsidiariesCompany as Buyer may reasonably request. Without limiting the generality of the foregoing, subject the Company shall, and each Member shall cause the Company to, cooperate with Buyer in the preparation, review and audit of financial statements and other financial information regarding the Company that may be required to Section 6.1(a), such investigation be included in the financial reports and examination other public disclosures of Buyer pursuant to Regulations S-X and S-K promulgated under the Securities Act and the Exchange Act in connection with the transactions contemplated hereby. Such cooperation shall include the execution and delivery of a customary representation letter to the accounting firm responsible for reviewing and auditing such financial statements. In exercising its rights hereunder, Buyer shall conduct itself so as not to unreasonably interfere in the conduct of the business of the Company prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and/or its Representatives with officers, managers, employees, customers or agents of the Company hereunder shall be arranged and supervised by Representatives of the Company, unless the Company otherwise expressly consents with respect to any specific contact. 6.5.2 After the Closing and for a period of six (6) years, upon reasonable access written notice, Buyer shall furnish or cause to Sellers’ executive officers (and employees of Sellers be furnished to the Members and their respective Subsidiaries identified by such executive officers)Representatives reasonable access, offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each caseduring normal business hours, to such information and assistance relating to the confidentiality restrictions outlined Company as is necessary for the defense of any actions, suits or other proceedings. The applicable Member shall promptly reimburse Buyer and the Company for any reasonable out-of-pocket costs and expenses incurred by any of them in assisting such Member pursuant to this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property6.5.2.

Access to Information. (a) Sellers agree thatBetween the date of this Agreement and the Closing Date, until the earlier each of the Executory Contract Designation Deadline Seller and the termination of this AgreementCompany will, Purchaser shall be entitled, through its during ordinary business hours and upon reasonable notice: (i) give the Buyer and the Buyer Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties all books, records, plants, offices and other facilities, businesses, books, Contracts, personnel, records facilities and operations properties of such Person (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it wouldlimited, in Sellers’ reasonable determination, require any the case of Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested they constitute the Related Assets or Assumed Obligations), but only to the extent to which the Buyer is not denied access by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to law; (ii) permit the access requested)Buyer to make such reasonable inspections thereof as the Buyer may reasonably request; provided further, that notwithstanding (iii) furnish the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection Buyer with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information related to the West Virginia Gas Distribution Business as Purchaser the Buyer may from time to time reasonably request, subjectincluding an unaudited consolidated balance sheet of the Company and an unaudited balance sheet for the Related Assets in respect of each fiscal quarter completed from and after the date hereof, in provided, however, that neither the Seller nor the Company shall be required to create special reports or perform any studies; (iv) furnish the Buyer a copy of each casematerial report, schedule or other document filed or received by it (but only to the confidentiality restrictions outlined extent related to the Related Assets in the case of Seller) with or from the SEC or the Public Service Commission; and (v) allow Buyer to perform or conduct ASTM 1527 Phase I environmental assessments at the Related Assets or at any property or facility or real estate owned by the Company, provided, however, that (A) any such investigation shall be conducted in such manner so as not to interfere with the operation of the West Virginia Gas Distribution Business, (B) neither the Seller nor the Company shall be required to take any action which would constitute a waiver of the attorney-client privilege and (C) the Seller and the Company need not supply the Buyer with any information which the Seller or the Company is under a legal obligation not to supply. Notwithstanding anything in this Section 6.1. Notwithstanding anything contained herein 7.2 to the contrary, Purchaser (i) the Seller and the Company shall consult with Sellers prior furnish or provide such access to conducting any environmental investigations Transferring Employee Records and personnel and medical records to the extent permitted by Law or examinations of any nature, including Phase I as required by legal process or subpoena and Phase II site assessments and (ii) the Buyer shall not have the right to perform or conduct any environmental sampling in respect or testing at, in, on or underneath the Related Assets or at any property or facility or real estate owned by the Company. (b) All information furnished to or obtained by the Buyer and the Buyer Representatives pursuant to this Section 7.2 or the Related Agreements shall be subject to the provisions of the Transferred Real PropertyConfidentiality Agreement and shall be treated as “Information” (as defined in the Confidentiality Agreement). (c) For a period of six years after the Closing Date, each party and its representatives shall have reasonable access to all of the books and records related to the Related Assets, the Assumed Obligations and the Company, including all Transferring Employee Records, in the possession of the other party to the extent that such access may reasonably be required by such party and to the extent permitted under applicable Law. Such access shall be afforded by the party or parties in possession of such books and records upon receipt of reasonable advance notice and during normal business hours. The party or parties exercising this right of access shall be solely responsible for any costs or expenses incurred by it or them pursuant to this Section 7.2(c). If the party or parties in possession of such books and records shall desire to dispose of any such books and records upon or prior to the expiration of such six-year period, such party or parties shall, prior to such disposition, give the other party or parties a reasonable opportunity at such other party’s or parties’ expense, to segregate and remove such books and records as such other party or parties may select. (d) The Seller agrees, and agrees to cause the Company, not to release any Person (other than the Buyer and its Affiliates) from any confidentiality agreement now existing with respect to the West Virginia Gas Distribution Business, or waive or amend any provision thereof. (e) Unless otherwise agreed to in writing by the Buyer, for a period commencing on the Closing Date and terminating three years after such date the Seller shall, except as may be required by Law or legal process, keep all Information (as defined in the Confidentiality Agreement) confidential and (i) shall not disclose or reveal any Information (as defined in the Confidentiality Agreement) to any Person other than Seller’s Representatives who are actively and directly participating in the transactions contemplated hereby or who otherwise need to know the Information for such purpose and shall cause those Persons to observe the terms of this Section 7.2(e) and (ii) shall not use Information for any purpose other than consistent with the terms of this Agreement. The Seller shall continue to hold all Information according to the same internal procedures and with the same degree of care regarding its secrecy and confidentiality as currently applicable thereto. The Seller shall notify the Buyer of any unauthorized disclosure to third parties that it discovers, and shall endeavor to prevent any further such disclosures. The Seller shall be responsible for any breach of the terms of this Section 7.2(e) by the Seller or the Seller’s Representatives. (f) After the Closing Date, in the event that the Seller is requested pursuant to, or required by, applicable Law or regulation or by legal process to disclose any Information, or any other information concerning the Related Assets, the Company, the Assumed Obligations, or the transactions contemplated hereby, the Seller shall provide the Buyer with prompt notice of such request or requirement in order to enable the Buyer, at its expense, to seek an appropriate protective order or other remedy, to consult with the Seller with respect to taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of Section 7.2(e). The Seller agrees not to oppose any action by the Buyer to obtain a protective order or other appropriate remedy after the Closing Date. In the event that no such protective order or other remedy is obtained, or that the Buyer waives compliance with the terms of Section 7.2(e), the Seller shall furnish only that portion of the Information which the Seller is advised by counsel is legally required. In any such event the Seller shall use its reasonable best efforts to ensure that all Information and other information that is so disclosed will be accorded confidential treatment.

Access to Information. From the date hereof until the Closing, Seller shall (a) Sellers agree that, until afford Buyer and its Representatives reasonable access to and the earlier right to inspect all of the Executory Contract Designation Deadline properties, assets, premises, Books and Records, Assigned Contracts and other documents and data related to the termination Business; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller to cooperate with Buyer in its investigation of the Business; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller's personnel and in such a manner as not to interfere with the conduct of the Business or any other businesses of Seller. All requests by Buyer for access pursuant to this Section 6.03 shall be submitted or directed exclusively to Seller or Owners, or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller's sole discretion: (x) cause significant competitive harm to Seller and its businesses, including the Business, if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior . Prior to the Closing, to the Chief Financial Officer of Parent or his designeeand in concert with Seller, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, Buyer shall have the right to be present at contact and discuss the operation of the Business with Seller's ten (10) largest customers by volume, five (5) largest suppliers by volume and all major distributors. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any meeting between any such accountant and Purchaser access or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish information provided pursuant to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property6.03.

Access to Information. (a) Sellers agree thatPrior to the Pre-closing Date, until the earlier Company shall, and shall cause its Subsidiaries to, upon the Company’s receipt of reasonable prior notice, provide to Purchaser financial or other information (including non-public information) regarding the business and operation of any Group Company, including any information or statements as may be reasonably necessary for Purchaser (or any of its direct or indirect owners) to file any Tax Return or other filings required by Law. Prior to the Pre-closing Date, at such times as may be agreed in advance with the Company, representatives of Purchaser may, during normal office hours, (i) visit and inspect any of the Executory Contract Designation Deadline sites and premises where the termination business of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to any Group Company is conducted and (ii) have reasonable access to the executive officers those officers, employees, agents, accountants, auditors, contractors and Representatives subcontractors of Sellers and the properties and other facilitiesany Group Company who have or may have Knowledge of matters with respect to which Purchaser reasonably seeks information, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including provided that any such access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to accompanied by a personnel designated by the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary Company if the Company so requests. Purchaser hereby acknowledges its obligations of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in under Section 9.2 5.09 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 Upon Purchaser’s reasonable request, the Company shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperatereasonably cooperate with Purchaser, and shall provide Purchaser with all information reasonably available to any Group Company, to permit Purchaser to (i) determine whether any Group Company is or has been a “passive foreign investment company” for United States federal income tax purposes and to determine the consequences to Purchaser of such status; and (ii) make or cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at made and maintain any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is all United States federal income tax elections that may be advisable in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each casereasonable discretion, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein extent related to the contrary, Purchaser shall consult with Sellers prior investment in the Company pursuant to conducting any environmental investigations or examinations of any naturethis Agreement, including Phase I and Phase II site assessments and any environmental sampling in respect without limitation a “qualified electing fund” election under Section 1295 of the Transferred Real PropertyCode.

Access to Information. (a) Sellers agree that, From the date hereof until the earlier to occur of the Executory Contract Designation Deadline and the termination of this Agreement pursuant to Article 10 and the Effective Time and subject to Applicable Law and the Confidentiality Agreement, Purchaser shall be entitledthe Company shall, through in each case, solely for purposes of consummating the Merger (including for integration planning) (but without limiting the Company’s obligations under Section 6.02 in respect of an Acquisition Proposal), (i) give to Parent, its Representatives or otherwisecounsel, to have financial advisors, auditors and other authorized representatives, upon reasonable advance notice, reasonable access during normal business hours to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any authorized representatives such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser such Persons may from time reasonably request (provided that the foregoing shall not require the Company to time reasonably request, subject, in each case, disclose any information pursuant to this Section 6.04 that relates to the confidentiality restrictions outlined negotiation and execution of this Agreement, including with respect to the consideration or valuation of the Merger or any financial or strategic alternatives thereto, or that relate to any Acquisition Proposal, except as contemplated by Section 6.02) and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries; provided that any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Any activities pursuant to this Section 6.04 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. No information or knowledge obtained by Parent in any investigation pursuant to this Section 6.04 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. All requests for information made pursuant to this Section 6.04 shall be directed to an executive officer of the Company or such Person as may be designated by any such executive officer. Nothing in this Section 6.1. Notwithstanding anything contained herein 6.04 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate Applicable Law (including antitrust and privacy laws) or any binding agreement entered into prior to the contrarydate of this Agreement, Purchaser shall consult with Sellers prior or (B) protected by attorney-client privilege or attorney work product doctrine to conducting any environmental investigations the extent such privilege or examinations work product cannot be protected by the Company through exercise of its reasonable efforts, (C) that would result in the disclosure of any nature, trade secrets (including Phase I and Phase II site assessments and any environmental sampling in respect source code) of the Transferred Real PropertyCompany, any of its Subsidiaries or any third Persons or (D) that is reasonably pertinent to any adverse Legal Proceedings between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand; provided that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company shall reasonably cooperate with Parent to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate clause (A) or (B). Nothing in this Section 6.04 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.04 shall be conducted in a manner that does not create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries.

Access to Information. (a) Sellers agree that, From the date of this Agreement until the earlier of the Executory Contract Designation Deadline Closing Date, upon reasonable prior notice, and the termination of this Agreement, Purchaser shall except as determined in good faith to be entitled, through its Representatives or otherwise, appropriate to have reasonable access ensure compliance with any applicable Laws and subject to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations any applicable privileges (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any privilege) and contractual confidentiality agreement to which any Sellerobligations, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateuse, and shall cause their Subsidiaries and Affiliates to use, reasonable best efforts to cause each of their respective Representatives to cooperateto, with Purchaser and its (i) afford the Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoingBuyer reasonable access, subject during normal business hours, to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), the offices, properties and other facilitiesproperties, and books, Contracts books and records of the Business and (including any document retention policies of Sellersii) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as Purchaser the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer. (b) In addition to the provisions of Section 5.03, from and after the Closing Date, in connection with any reasonable business purpose, including the preparation of Tax Returns, addressing claims related to Excluded Liabilities, preparing financial statements, U.S. Securities and Exchange Commission reporting obligations and the determination of any matter relating to the rights or obligations of the Sellers or any of their Affiliates under this Agreement, the Business prior to the Closing or the Companion Agreements, upon reasonable prior notice and at the Sellers’ sole cost and expense, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Buyer shall and shall cause its Affiliates and Representatives to: (i) afford the Representatives of the Sellers and their Affiliates reasonable access (including the right to make, at the Sellers’ expense, photocopies), during normal business hours, to the offices, properties, books and records of the Buyer and its Affiliates and Representatives in respect of the Transferred Assets; (ii) furnish to the Representatives of the Sellers and their Affiliates such additional financial and other information regarding the Transferred Assets as is in the Buyer’s possession and control as the Sellers or their Representatives may from time to time reasonably request, subject, in each case, ; and (iii) make available to the confidentiality restrictions outlined Representatives of the Sellers and their Affiliates the employees of the Buyer and its Affiliates whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist the Sellers in connection with the Sellers’ inquiries for any of the purposes referred to above, including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the business or operations of the Buyer or any of its Affiliates; and provided, further, that the auditors and accountants of the Buyer or its Affiliates shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Buyer, the Sellers shall enter into a customary joint defense agreement with the Buyer and its Affiliates with respect to any information to be provided to the Sellers pursuant to this Section 5.02(b). No information, books, records or other documents accessed by the Sellers or their respective Affiliates or Representatives pursuant to this Section 5.02(b) shall be used for any purposes other than as expressly permitted by this Section 5.02(b). (c) Notwithstanding anything in this Section 6.1. Notwithstanding anything contained herein Agreement to the contrary, Purchaser the Sellers shall consult with Sellers not be required, prior to conducting the Closing, to disclose, or cause the disclosure of, to the Buyer or its Affiliates or Representatives (or provide access to any environmental investigations offices, properties, books or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect records of the Transferred Real PropertySellers or any of their Affiliates that could result in the disclosure to such persons or others of) any confidential information relating to trade secrets, proprietary know-how, processes or patent, trademark, trade name, service ▇▇▇▇ or copyright applications or relating to any product development or pricing and marketing plans to the extent counsel to the Sellers, after consultation with counsel to the Buyer, advises that doing so would likely be a violation of applicable antitrust Laws, nor shall the Sellers be required to permit or cause others to permit the Buyer or its Affiliates or Representatives to have access to or to copy or remove from the offices or properties of the Sellers or any of their Affiliates any documents, drawings or other materials that might reveal any such confidential information. (d) During the period from the date of this Agreement through the earlier of the Closing Date or the termination of this Agreement pursuant to Article VIII, the Sellers shall periodically deliver to the Buyer, at intervals and in a form consistent with past practice between the Sellers and the Buyer during the negotiation of the transactions contemplated by this Agreement and which will be prepared consistent with the Agreed Financial Methodology, the following financial information related to the Business (which shall be provided on an aggregate basis with respect to the entire Territory and on an individual basis with respect to each distribution center and/or territory within the Territory): (i) at the end of each month after the date hereof, monthly financial information, which shall include data with respect to volume (on a brand basis), revenue, cost of goods sold at standard, and gross margin at standard, in each case solely related to the Business; and (ii) at the end of each fiscal quarter after the date hereof, all of the data described in Section 5.02(d)(i) above together with direct operating expense data, in each case solely related to the Business for the quarter then ended (the “Interim Quarterly Data”). The Sellers shall deliver to the Buyer the data contemplated by this Section 5.02(d) promptly upon completion, but in any event no later than, (x) fifteen (15) Business Days after the end of the applicable month with respect to deliveries made pursuant to Section 5.02(d)(i), and (y) one hundred twenty (120) days after the end of the applicable fiscal quarter with respect to deliveries made pursuant to Section 5.02(d)(ii). (e) The Sellers will, and will cause their Affiliates to, cooperate with the Buyer’s completion of its due diligence by providing to the Buyer certain identified information described in Section 5.02(e) of the Disclosure Schedule. With respect to the continuing diligence of the Buyer under this Agreement that takes place between the signing of this Agreement and the Closing, the parties agree to deal with one another in good faith consistent with historical practices for addressing economic disputes. (f) If any Seller enters into any Pre-Closing Material Contracts between the date hereof and the Closing Date, the Sellers will provide the Buyer as promptly as reasonably practicable prior to the Closing with true, correct and complete copies of all such contracts or agreements. If any Seller enters into any Shared Contracts or Specified Non-Transferring Contracts between the date hereof and the Closing Date, the Sellers will provide the Buyer as promptly as reasonably practicable with true, correct and complete copies of all portions of such Shared Contracts or Specified Non-Transferring Contracts, as applicable, that relate to the Business (together with such other portions thereof as are necessary to comprehend the terms thereof that apply to the Business).

Access to Information. Upon reasonable advance notice, the Company shall, and shall cause each of its Subsidiaries to, afford the Representatives of Parent reasonable access during normal business hours to its and its Subsidiaries’ properties, books, records, Contracts, legal counsel, financial advisors, accountants, consultants and personnel, and shall furnish, and shall cause to be furnished, as promptly as practicable to Parent, all other information concerning the Company and its Subsidiaries’ business, properties and personnel as Parent may reasonably request for purposes of diligence, integration planning and facilitating the transfer of the ownership of the Company; provided, however that (a) Sellers agree that, until the earlier of Company may (after consulting outside legal counsel) reasonably restrict the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable foregoing access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it wouldany applicable Law, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller Governmental Entity or any of their respective Representatives to disclose information subject to attorney-client privilege concerns requires it or in conflict with its Subsidiaries to restrict access to any confidentiality agreement properties or information; (b) the Company may reasonably restrict the foregoing access to the extent required by Contracts to which the Company or its respective Subsidiaries is a party; and (c) the Company uses reasonable efforts to seek consent to provide such information and access or otherwise provides such information and access in redacted form. In conducting any Seller, any Subsidiary inspection of any Seller properties of the Company and its respective Subsidiaries, Parent and its Representatives shall not (i) interfere with the business conducted at such property or (ii) damage any property or any portion thereof. Prior to the Acceptance Time, Parent and its Representatives shall not have the right to conduct environmental testing or sampling at any of the facilities or properties of the Company or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designeeits Subsidiaries. If any material is withheld All information obtained pursuant to this Section 6.1(a), Seller 6.3 shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right continue to be present at any meeting between any such accountant governed by the Confidentiality Agreement which shall remain in full force and Purchaser or Representative of Purchaser, whether such meeting is effect in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult accordance with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyits terms.

Access to Information. (a) Sellers agree that, From the date of this Agreement until the earlier Closing, the Indemnifying Members will, and will cause the Company to: (A) afford Buyer and its Representatives reasonable access to and the right to inspect the Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company; (B) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably request, and (C) instruct the Company’s Representatives to cooperate with Buyer in its investigation of the Executory Contract Designation Deadline Company; provided, however, that any such investigation is conducted during normal business hours after reasonable advance notice to the Indemnifying Members, under the supervision of the Indemnifying Members’ or the Company’s personnel and in such manner as not to interfere with the termination Company’s normal operations. Buyer must direct all requests for access under this Section 6.2 exclusively to the Indemnifying Members or such other individuals as they may designate in writing from time to time. Despite anything to the contrary in this Agreement, neither the Indemnifying Members nor the Company must disclose any information to Buyer if the Indemnifying Members decide such disclosure would: (1) jeopardize any attorney-client or other privilege, or (2) contravene any Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to . Before the Closing, with the prior Indemnifying Members’ written consent (which may be conditioned on the timing and their ability to accompany Buyer), which shall not be unreasonably withheld, Buyer may contact suppliers to, or employees, contractors or customers of the Chief Financial Officer Company and may perform invasive or subsurface investigations of Parent or his designeethe Real Property. Consent to conduct investigations of the Real Property may be conditioned on not disturbing the Company’s operations, obtaining the landlord’s consent and satisfying any requirements the landlord imposes (e.g., securing a bond, restoring the property, etc.). Buyer will, and following will cause its Representatives to, abide by the Closing, to terms of the Chief Restructuring Officer of Parent Confidentiality Agreement regarding any access or his or her designee. If any material is withheld pursuant to information provided under this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material6.2. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. (ai) Sellers agree thatwill afford Buyer and its financial advisors, until the earlier of the Executory Contract Designation Deadline accountants, counsel and the termination of this Agreementother representatives reasonable access during normal business hours, Purchaser shall be entitled, through its Representatives or otherwiseupon reasonable notice, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businessesproperties, books, Contractsrecords, personnelfinancial statements and personnel of the Company during the period prior to the Closing to obtain all information concerning the business, records and operations (including the Purchased Assets status of product development efforts, properties, results of operations and Assumed Liabilitiespersonnel of the Company, as Buyer may reasonably request. No information or knowledge obtained by Buyer in any investigation pursuant to this Section 6.4 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Acquisition. (ii) of Buyer will afford Sellers and their Subsidiariesits financial advisors, including underwriters, accountants, counsel and other representatives reasonable access to systemsduring normal business hours, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ upon reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which casenotice, to the extent requested by Purchaserproperties, Sellers will use reasonable best efforts books, records, financial statements and personnel of Buyer during the period prior to seek an amendment or appropriate waiverClosing to obtain all information concerning the business, or necessary consentsincluding the status of product development efforts, properties, results of operations and personnel of Buyer, as Sellers may reasonably request. No information or knowledge obtained by Sellers in any investigation pursuant to this Section 6.4 will affect or be required deemed to avoid such conflict, modify any representation or restructure warranty contained herein or the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access conditions to the executive officers obligations of Sellers the parties to consummate the Acquisition. (iii) Notwithstanding anything to the contrary contained herein, each party (“Subject Party”) hereby agrees that by proceeding with the Closing, it shall be directed, conclusively deemed to have waived for all purposes hereunder any inaccuracy of representation or breach of warranty by another party which is actually known by the Subject Party prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. (a) Sellers agree thatAfter Closing, until the earlier of the Executory Contract Designation Deadline Buyer will, and the termination of this Agreement, Purchaser shall be entitled, through will cause its Representatives or otherwiseto, afford to have Seller, including its Representatives, at Seller's expense, reasonable access to all books, records, files and documents related to the executive officers Business to the extent necessary to permit Seller to prepare and Representatives of Sellers file its tax returns and to prepare for and participate in any investigation with respect thereto, to prepare for and participate in any other investigation and defend any Proceedings relating to or involving Seller or the Business for which Seller may be responsible, to discharge its obligations under this Agreement and the properties other Related Documents to which its is a party and for other facilitiesreasonable purposes and will afford Seller reasonable assistance in connection therewith. Buyer will cause such records to be maintained for not less than seven years from the Closing Date and will not dispose of such records without first offering in writing to deliver them to Seller; provided, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no in the event that Buyer transfers all or a portion of the Business to any third party during such investigation period, Buyer may transfer to such third party all or examination a portion of the books, records, files and documents related thereof, provided such third party transferee expressly assumes in writing the obligations of Buyer under this Section 6.2(b). In addition, after the Closing Date, at Seller's request, Buyer shall be permitted make available to the extent that it wouldSeller and its Affiliates, in Sellers’ reasonable determinationemployees, require any Sellerrepresentatives and agents, any Subsidiary those employees of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent Buyer requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with any Proceeding, including to provide testimony, to be deposed, to act as witnesses and to assist counsel; provided, however, that (x) such investigation and examination, and each of Purchaser and its Representatives access to such employees shall use their reasonable best efforts to not materially unreasonably interfere with the business of Sellers and their Subsidiaries. Without limiting the generality normal conduct of the foregoing, subject operations of Buyer and (y) Seller shall reimburse Buyer for the allocated time charges of such employees and the out-of-pocket costs reasonably incurred by Buyer in making such employees available to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertySeller.

Access to Information. (a) The Sellers agree that, from the date hereof until the earlier of the Executory Contract Designation Deadline Closing Date and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwiseRepresentatives, to have make such investigation of the properties, records, businesses and operations of the Sellers and the Business, including for purposes of Purchaser’s review of the Pre-Closing Statement, and such examination of the books, records and financial condition of the Sellers and the Business as it reasonably requests in advance in writing, and that Sellers will provide reasonable access to the executive officers its respective officers, employees, consultants and Representatives agents in connection with such requests, and to make extracts and copies of Sellers such books and the properties records at Purchaser’s sole cost and other facilitiesexpense; provided, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no (a) such investigation access does not unreasonably interfere with the operation of the Sellers or examination the Businesses and shall be permitted subject to the extent that it would, in Sellers’ reasonable determinationsecurity measures and insurance requirements, require which shall be provided to Purchaser and its Representatives in advance and in writing, (b) Purchaser and its authorized agents and Representatives shall not contact or otherwise communicate with the employees, customers or suppliers of the Sellers or the Business in connection with the transactions contemplated by this Agreement unless, in each instance, approved in writing in advance by the Sellers, (c) under no circumstances shall Purchaser be entitled to conduct any Sellersampling, any Subsidiary testing or other surface or subsurface investigation of any Seller environmental media or any other building material without consent of their respective Representatives Biolase, which shall not be unreasonably withheld or delayed, and (d) nothing herein shall require the Sellers to disclose furnish to Purchaser or provide Purchaser with access to information that legal counsel for Sellers reasonably concludes is restricted by applicable Contract or Law except in strict compliance with the applicable Contract or Law, or that may be subject to attorney-client privilege privilege. No investigation by Purchaser prior to or in conflict with any confidentiality agreement to which any Seller, any Subsidiary after the date of any Seller this Agreement shall diminish or obviate any of their respective Representatives are bound (the representations, warranties, covenants or agreements of the Sellers contained in which casethis Agreement or the Ancillary Documents. The Sellers shall use reasonable efforts to promptly deliver to Purchaser such copies of all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed by the Sellers in the Bankruptcy Cases related, in material part, to the proposed sale of the Purchased Assets and otherwise cooperate with Purchaser, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or reasonably necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality Purchaser’s preparation for or participation in any part of the foregoingBankruptcy Cases in which Purchaser’s participation is necessary, subject required or reasonably appropriate. The Sellers shall promptly deliver to Section 6.1(a)Purchaser all pleadings, such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers)motions, officesnotices, properties statements, schedules, applications, reports and other facilities, and books, Contracts and records (including papers filed in any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information Action as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. (a) Sellers agree that, From the date hereof until the earlier of the Executory Contract Designation Deadline Closing and the termination of this AgreementAgreement pursuant to Article VIII and subject to applicable Law, upon reasonable advance notice from the Purchaser, the Sellers shall (i) provide to the Purchaser shall be entitled(and the Purchaser’s officers, through its Representatives or otherwisedirectors, to have employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential sources) and other authorized representatives of the Purchaser and such other parties, collectively, “Representatives”) reasonable access during normal business hours to the executive officers offices, properties, books and Representatives records of Sellers and the properties and other facilitiesany Group Company, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilitiesii) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted furnish to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with the Purchaser may and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) From the date hereof until the earlier of the Closing and termination of this Agreement pursuant to Article VIII and subject to applicable Law, upon reasonable advance notice from time to time reasonably requestthe Sellers, subject, in each case, the Purchaser shall (i) provide to the confidentiality restrictions outlined Sellers (and the Sellers’ Representatives) reasonable access during normal business hours to the offices, properties, books and records of any Purchaser Group Company, (ii) furnish to the Sellers and their Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with the Sellers and their Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Purchaser or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Purchaser or its Subsidiaries of their duties. (c) Notwithstanding anything to the contrary in Section 6.01(a) and Section 6.01(b), nothing in this Section 6.1. Notwithstanding anything contained herein Agreement shall require the Sellers (or the Purchaser or any of its Subsidiaries) to provide the Purchaser (or the Sellers) or any of its (or their) Representatives with access to any books, records, documents or other information to the contraryextent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided that, at the request of the Purchaser (or the Sellers), the Sellers (or the Purchaser) shall consult with Sellers prior use their (or its) commercially reasonable efforts to conducting obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client privilege which could not be reasonably remedied by use of common interest agreements or other methods to maintain such privilege, or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (d) All information provided or made available pursuant to this Section 6.01 to the Purchaser or its Representatives shall be subject to Section 6.02. (e) No investigation pursuant to this Section 6.01 shall affect any environmental investigations representation or examinations warranty in this Agreement of any nature, including Phase I and Phase II site assessments and Party or any environmental sampling in respect condition to the obligations of the Transferred Real PropertyParties.

Access to Information. (a) Sellers agree that, From the date of the Original Agreement until the earlier of the Executory Contract Designation Deadline Closing, upon reasonable notice, Sellers shall and the termination of this Agreementshall cause their respective officers, Purchaser shall be entitleddirectors, through employees, agents, representatives, accountants and counsel to (i) afford Buyer and its Representatives or otherwise, to have authorized representatives reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilitiesbooks and records of the Business, and books, Contracts and records (including any document retention policies of Sellersii) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Purchaser Buyer may from time to time reasonably request, subject, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere with the normal operations of the Business and may be limited to the confidentiality restrictions outlined extent such access, in light of COVID-19 or COVID-19 Measures, would jeopardize the health and safety of any of their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Section 6.1Agreement. Notwithstanding anything contained herein to the contrarycontrary in this Agreement, Purchaser Sellers shall consult with Sellers not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to conducting any environmental investigations or examinations the date of any naturethe Original Agreement. Notwithstanding the foregoing, including Phase I and Phase II site assessments and any environmental sampling in respect (A) Buyer shall not have access to (x) personnel records of the Transferred Real PropertyEmployees relating to individual performance or evaluation records, medical histories or other information that in Sellers’ opinion (in their sole discretion) is sensitive or the disclosure of which could subject Sellers to risk of liability, (y) any real property owned or leased by Sellers for purposes of conducting any invasive or intrusive environmental sampling or testing or (z) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to the Business and (B) Sellers shall have the right to withhold any information relating to the sale process of the Business and information and analysis relating thereto. Buyer shall hold in confidence all information so obtained in accordance with the Confidentiality Agreement. In connection with Buyer, its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellers.

Access to Information. (a) Sellers agree thatAfter Closing, until the earlier of the Executory Contract Designation Deadline Buyer shall, and the termination of this Agreement, Purchaser shall be entitled, through cause its Representatives to, at no cost to Buyer or otherwiseits Representatives, afford to have Seller, including its Representatives, on reasonable written notice and at reasonable times, reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, all books, Contractspapers and records related to the Business and Purchased Assets, personnelas necessary for Seller to satisfy Legal Requirements. Buyer shall cause such records to be maintained for not less than seven (7) years from the Closing Date and will not dispose of such records without first offering in writing to deliver them to Seller; provided, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no in the event that Buyer transfers all or a portion of the Business to any third party during such investigation period, Buyer may transfer to such third party all or examination a portion of the books, papers, and records related thereof, provided such third party transferee expressly assumes in writing the obligations of Buyer under this Section 6.2(a). In addition, on and after the Closing Date, at Seller’s request, Buyer shall be permitted make available to Seller and its Representatives, on reasonable written notice and at reasonable times, those employees of Buyer reasonably requested by Seller in connection with any Proceeding relating to the extent Business, including to provide testimony, to be deposed, to act as witnesses and to assist counsel; provided, however, that it would(i) such access to such employees shall not unreasonably interfere with the normal conduct of the operations of Buyer and (ii) Seller shall reimburse Buyer for the out-of-pocket costs reasonably incurred by Buyer in making such employees available to Seller. Without limiting the application of Section 6.1(f), in Sellers’ reasonable determination, require any Seller, any Subsidiary of any all documents or information furnished by Buyer or obtained by Seller or any of their respective its Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 hereunder shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a6.1(f), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. Upon reasonable notice, the --------------------- Company shall (aand shall cause each of its subsidiaries to) Sellers agree thatafford to officers, until employees, counsel, accountants and other authorized representatives of Acquiror ("Acquiror's Representatives") reasonable access, during normal business hours throughout the earlier period prior to the Effective Time, to its properties, books and records and, during such period, shall (and shall cause each of its subsidiaries to) furnish promptly to Acquiror's Representatives all information concerning the business, properties and personnel of the Executory Contract Designation Deadline Company and its subsidiaries as may reasonably be requested, including the opportunity to observe the full physical chain-wide inventory count of the Company and its subsidiaries to be taken in October 1996 (which inventory count shall be completed no later than October 31, 1996), provided that no investigation pursuant to this Section 6.5 shall affect or be deemed to modify any of the representations or warranties made by the Company. Acquiror agrees that it will not, and will cause Acquiror's Representatives not to, use any information obtained pursuant to this Section 6.5 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. In connection with the foregoing, the Company agrees to cause the Company's independent accountants to provide their workpapers to Acquiror upon the terms and subject to the conditions on which such workpapers have previously been provided to Acquiror. The Confidentiality Agreement, dated July 16, 1996 (the "Confidentiality Agreement"), between Acquiror and the Company shall apply with respect to the information furnished hereunder and survive any termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access subject to the executive officers terms and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions conditions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertyConfidentiality Agreement.

Access to Information. Upon reasonable request by SJNB, GBB shall --------------------- (i) make its Chief Executive Officer, Chief Administrative Officer/Chief Financial Officer, Chief Credit Officer and Controller available to discuss with SJNB and its representatives GBB's operations; and (ii) shall provide SJNB with written information which is (a) Sellers agree that, until similar to the earlier of the Executory Contract Designation Deadline and the termination of written information that SJNB reviewed in connection with this Agreement, Purchaser and (b) related to GBB's business condition, operations and prospects on a consolidated basis. No examination or review conducted under this section shall be entitled, through its Representatives constitute a waiver or otherwise, relinquishment on the part of SJNB of the right to have reasonable access to rely upon the executive officers representations and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administrationwarranties made by GBB herein; provided howeverprovided, that no such investigation SJNB shall disclose to GBB any fact or examination shall be permitted circumstance it may discover which SJNB believes renders any representation or warranty made by GBB hereunder incorrect in any respect. SJNB covenants and agrees that it and its representatives, counsel, accountants, agents and employees will hold in strict confidence all documents and information concerning GBB so obtained (except to the extent that it would, such documents or information are a matter of public record or require disclosure in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller the Joint Proxy Statement and Prospectus or any of their respective Representatives the public information of any applications required to disclose information subject to attorney-client privilege or in conflict be filed with any confidentiality agreement Governmental Entity to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to obtain the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be approvals and consents required to avoid effect the transactions contemplated hereby), and if the transactions contemplated herein are not consummated, such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, confidence shall be maintained and all such requests for access to the executive officers of Sellers documents shall be directed, prior returned to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such materialGBB. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. (a) Sellers agree thatExcept as prohibited by applicable Law, during the period from the date hereof until the earlier of the Executory Contract Designation Deadline Effective Time and the termination of this Agreement in accordance with its terms, and in all cases subject to the Confidentiality Agreement, Purchaser the Company shall be entitled(i) give to Parent, through its Representatives or otherwisecounsel, to have lenders, financial advisors, accountants, consultants, agents and other authorized representatives reasonable access during normal business hours to the executive officers and Representatives of Sellers and the properties and other offices, properties, facilities, businessesassets, books, Contractsrecords, personnel, records Service Providers and operations (including agents of the Purchased Assets Company and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, its Subsidiaries in a manner that no such investigation or examination shall be permitted to the extent that it would, does not unreasonably interfere in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant respect, (ii) furnish to this Section 6.1(a)Parent, Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateits counsel, and shall cause their Subsidiaries and each of their respective Representatives to cooperatelenders, with Purchaser and its Representatives in connection with such investigation and examinationfinancial advisors, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoingaccountants, subject to Section 6.1(a)consultants, such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties agents and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any authorized representatives such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may (including the work papers of the Company’s independent accountants upon receipt of any required consents from time to time reasonably request, subject, in each case, such accountants and subject to the confidentiality restrictions outlined execution of customary access letters) as such Persons may reasonably request and (iii) instruct the Service Providers, counsel, financial advisors, accountants, consultants, agents and other authorized representatives of the Company and its Subsidiaries to cooperate with Parent in its non-invasive investigation of the Company and its Subsidiaries; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense; and provided, further that the parties hereto shall act in good faith in all respects in the performance of the obligations under this Section 6.15.02(a). Notwithstanding anything contained herein Information obtained by the Parent or Merger Sub pursuant to this Section 5.02(a) will constitute confidential information under the Confidentiality Agreement and will be subject to the contraryprovisions of the Confidentiality Agreement. Any investigation pursuant to this Section 5.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. No information or knowledge obtained in any investigation pursuant to this Section 5.02 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. (b) The provisions of Section 5.02(a) shall not require and shall not be construed to require the Company to permit any access to or any inspection or review of, Purchaser shall consult or to disclose or otherwise make available, any information that (i) affording such access or furnishing such information would result in loss of legal protection, including the attorney-client privilege and work product doctrine; (ii) relates to the applicable portions of minutes of the meetings of the Board of Directors (including any presentations or other materials prepared by or for the Board of Directors) where the Board of Directors discussed (A) the transactions contemplated by this Agreement or any similar transaction involving the sale of the Company, or a material portion of its assets, to, or combination of the Company with, any Person, (B) any Acquisition Proposal or (C) any Intervening Event; and (iii) in the reasonable judgment of the Company would (A) violate the Company’s and any Affiliate’s respective obligations with Sellers prior regard to conducting any environmental investigations confidentiality or examinations waive the protection of any natureattorney‑client privilege, (B) result in the disclosure of any personal information that would expose the Company to the risk of liability or (C) violate any applicable Law. In the event that the Company objects to any request submitted pursuant to and in accordance with Section 5.02(a) and withholds information on the basis of any of the foregoing clauses (i), (ii) or (iii), the Company shall use reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including Phase I through the use of reasonable best efforts to implement appropriate and Phase II site assessments and any environmental sampling mutually agreeable measures to permit the disclosure of such information in respect a manner to remove the basis for the objection. Table of the Transferred Real Property.Contents

Access to Information. (a) Sellers agree that, From the date hereof until the earlier of (x) the Executory Contract Designation Deadline Closing and the (y) any termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld Agreement pursuant to this Section 6.1(a)7.1, upon reasonable notice, Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateshall, and shall cause their Subsidiaries and each of their respective Representatives its officers, directors, employees, auditors and agents to cooperate(i) afford the officers, with Purchaser employees and its Representatives in connection with such investigation and examination, and each representatives of Purchaser reasonable access, during normal business hours, to the offices, plants, warehouses, properties, Contracts, Tax Returns, books and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (records and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilitiesSeller, and books, Contracts and records (including any document retention policies of Sellersii) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives the officers, employees and representatives of Purchaser such additional financial and operating data and other information regarding the operations of Seller as are then in existence and as Purchaser may from time to time reasonably request; provided, subjecthowever, that such investigations shall not (i) unreasonably interfere with the operations of Seller or any of their Affiliates or (ii) include any rights to perform or conduct any Phase II environmental or other physically destructive testing or investigations without the prior written consent of Seller (which consent Seller shall have the right to withhold or condition in each caseits sole and absolute discretion). All information provided pursuant to this Section 4.3 shall be governed by the terms of the confidentiality agreement in place between Seller and Purchaser and all discussions by Purchaser or its representatives with any employees of Seller shall be coordinated only through Seller’s senior management and such senior management having the right but not the obligation to participate in or monitor such discussions; provided, however, Purchaser and its representatives shall have the right to meet privately with any employees and other independent contractors of Seller without Seller’s senior management or other representatives participating in such meetings to the confidentiality restrictions outlined extent the substance of such meetings do not involve and will be limited to discussions of and negotiations about such individual’s future employment, professional goals, role in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect future of the Transferred Real PropertyBusiness and future developments of the Business.

Access to Information. (a) Sellers agree that, From the date hereof until the earlier Closing, Holdings and the Companies shall (i) afford Parent and its Representatives full and free access to and the right to inspect all of the Executory Contract Designation Deadline Real Property, properties, assets, premises, books and records, Contracts and other documents and data related to the termination of this Agreement, Purchaser shall be entitled, through Holdings Entities; (ii) furnish Parent and its Representatives or otherwisewith such financial, to have reasonable access operating and other data and information related to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller Holdings Entities as Parent or any of their respective its Representatives may reasonably request; and (iii) instruct the Representatives of the Holdings Entities to cooperate with Parent in its investigation of the Holdings Entities. Without limiting the foregoing, Holdings and the Companies shall permit Parent and its Representatives to disclose information subject to attorneyconduct non-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to intrusive environmental due diligence on the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure Holdings Entities and the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designeeReal Property. If any material is withheld Any investigation pursuant to this Section 6.1(a)5.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Holdings Entities. No investigation by Parent or other information received by Parent shall operate as a waiver or otherwise affect any representation, Seller shall inform Purchaser warranty or agreement given or made by the Holdings Entities in writing as to the general nature of what is being withheld and the reason for withholding such materialthis Agreement. (b) Any investigation The Member Representative shall hold in confidence all documents and examination contemplated by this Section 6.1 shall be subject information furnished to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives it in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1transactions contemplated hereby. Notwithstanding anything contained herein to the contrary, Purchaser following Closing, the Member Representative shall consult with Sellers prior be permitted to conducting any environmental investigations disclose information as required by Law or examinations of any nature, including Phase I to advisors and Phase II site assessments and any environmental sampling in respect representatives of the Transferred Real PropertyMember Representative and to Holdings and the Members, in each case who have a need to know such information, provided that such persons are subject to confidentiality obligations with respect thereto.

Access to Information. (a) Sellers agree that, From the date of this Agreement until the earlier of the Executory Contract Designation Deadline Closing Date, upon reasonable prior notice, and the termination of this Agreement, Purchaser shall except as determined in good faith to be entitled, through its Representatives or otherwise, appropriate to have reasonable access ensure compliance with any applicable Laws and subject to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations any applicable privileges (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any privilege) and contractual confidentiality agreement to which any Sellerobligations, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateuse, and shall cause their Subsidiaries and Affiliates to use, reasonable best efforts to cause each of their respective Representatives to cooperateto, with Purchaser and its (i) afford the Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoingBuyer reasonable access, subject during normal business hours, to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), the offices, properties and other facilitiesproperties, and books, Contracts books and records of the Business and (including any document retention policies of Sellersii) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as Purchaser the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer. (b) In addition to the provisions of Section 5.03, from and after the Closing Date, in connection with any reasonable business purpose, including the preparation of Tax Returns, addressing claims related to Excluded Liabilities, preparing financial statements, U.S. Securities and Exchange Commission reporting obligations and the determination of any matter relating to the rights or obligations of the Sellers or any of their Affiliates under this Agreement, the Business prior to the Closing or the Companion Agreements, upon reasonable prior notice and at the Sellers’ sole cost and expense, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Buyer shall and shall cause its Affiliates and Representatives to: (i) afford the Representatives of the Sellers and their Affiliates reasonable access (including the right to make, at the Sellers’ expense, photocopies), during normal business hours, to the offices, properties, books and records of the Buyer and its Affiliates and Representatives in respect of the Transferred Assets; (ii) furnish to the Representatives of the Sellers and their Affiliates such additional financial and other information regarding the Transferred Assets as is in the Buyer’s possession and control as the Sellers or their Representatives may from time to time reasonably request; and (iii) make available to the Representatives of the Sellers and their Affiliates the employees of the Buyer and its Affiliates whose assistance, subjectexpertise, testimony, notes and recollections or presence is necessary to assist the Sellers in connection with the Sellers’ inquiries for any of the purposes referred to above, including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the business or operations of the Buyer or any of its Affiliates; and provided, further, that the auditors and accountants of the Buyer or its Affiliates shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Buyer, the Sellers shall enter into a customary joint defense agreement with the Buyer and its Affiliates with respect to any information to be provided to the Sellers pursuant to this Section 5.02(b). No information, books, records or other documents accessed by the Sellers or their respective Affiliates or Representatives pursuant to this Section 5.02(b) shall be used for any purposes other than as expressly permitted by this Section 5.02(b). (c) Notwithstanding anything in this Agreement to the contrary, the Sellers shall not be required, prior to the Closing, to disclose, or cause the disclosure of, to the Buyer or its Affiliates or Representatives (or provide access to any offices, properties, books or records of the Sellers or any of their Affiliates that could result in the disclosure to such persons or others of) any confidential information relating to trade secrets, proprietary know-how, processes or patent, trademark, trade name, service ▇▇▇▇ or copyright applications or relating to any product development or pricing and marketing plans to the extent counsel to the Sellers, after consultation with counsel to the Buyer, advises that doing so would likely be a violation of applicable antitrust Laws, nor shall the Sellers be required to permit or cause others to permit the Buyer or its Affiliates or Representatives to have access to or to copy or remove from the offices or properties of the Sellers or any of their Affiliates any documents, drawings or other materials that might reveal any such confidential information. (d) During the period from the date of this Agreement through the earlier of the Closing Date or the termination of this Agreement pursuant to Article VIII, the Sellers shall periodically deliver to the Buyer, at intervals and in a form consistent with past practice between the Sellers and the Buyer during the negotiation of the transactions contemplated by this Agreement and which will be prepared consistent with the Agreed Financial Methodology, the following financial information related to the Business: (i) at the end of each fiscal year, (A) components of (1) the unaudited balance sheet of the Business as of the end of such year and (2) the unaudited statement of income for the Business for such year, in each case, in the format consistent with the 2015 Data (the financial information in these subsections (A)(1) and (A)(2) is referred to collectively herein as the “Interim Annual Data”), (B) the financial information described on Section 5.02(d)(i) of the Disclosure Schedule as “Manufacturing Production Cost by SKU” for such year (the financial information in this subsection (B) is referred to as the “Interim Additional Financial Information”) and (C) certain other financial information as described on Section 5.02(d)(i) of the Disclosure Schedule; (ii) at the end of each fiscal quarter after the date hereof, quarterly financial information with respect to volume by SKU and operating report detail; (iii) at the end of each fiscal quarter after the date hereof, the financial information described on Section 5.02(d)(i) of the Disclosure Schedule as “Income Statements”, “Manufacturing Production Cost by SKU”, “Manufacturing Variance Summary Data”, “Manufacturing Variance GL Data”, “Freight Cost”, “Plant PPV, HQ PPV, & Misc. Cost of W/S Sales”, “Centrally Managed Expenses”, “Shared Services Expenses”, “Asset Disposals”, “Agency flow data”, “Agency volume by SKU”, and “Manufacturing Plant Headcount”, in each case solely related to the confidentiality restrictions outlined Business for the quarter then ended (the financial information described in subsections (ii) and (iii) of this Section 6.15.02(d) is referred to collectively herein as the “Interim Quarterly Data”); and (iv) a good faith calculation of the Target Net Working Capital Amount based on the books and records of the Business that were used in preparing the 2015 Data. Notwithstanding anything contained herein The Sellers shall deliver to the contraryBuyer the data contemplated by this Section 5.02(d) promptly upon completion, Purchaser shall consult but in any event no later than, (w) one hundred twenty (120) days after the end of the applicable fiscal year with Sellers respect to deliveries made pursuant to Section 5.02(d)(i), (x) fifteen (15) Business Days after the end of the applicable quarter with respect to deliveries made pursuant to Section 5.02(d)(ii), (y) one hundred twenty (120) days after the end of the applicable fiscal quarter with respect to deliveries made pursuant to Section 5.02(d)(iii), and (z) prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in the Closing with respect to the deliveries made pursuant to Section 5.02(d)(iv). The calculation of the Transferred Real PropertyTarget Net Working Capital Amount will be (I) determined in accordance with the guidelines set forth on Section B-1 of the Disclosure Schedule and in accordance with the Agreed Financial Methodology and (II) subject to reasonable verification by the Buyer within thirty (30) days of delivery of such calculation. (e) The Sellers will, and will cause their Affiliates to, cooperate with the Buyer’s completion of its due diligence by providing to the Buyer certain identified information described in Section 5.02(e) of the Disclosure Schedule. With regard to the continuing diligence of the Buyer under this Agreement that takes place between the signing of this Agreement and the Closing, the parties agree to deal with one another in good faith consistent with historical practices for addressing economic disputes. (f) If any Seller enters into any Pre-Closing Material Contracts between the date hereof and the Closing Date, the Sellers will provide the Buyer as promptly as reasonably practicable prior to the Closing with true, correct and complete copies of all such contracts or agreements. If any Seller enters into any Shared Contracts or Specified Non-Transferring Contracts between the date hereof and the Closing Date, the Sellers will provide the Buyer as promptly as reasonably practicable with true, correct and complete copies of all portions of such Shared Contracts or Specified Non-Transferring Contracts, as applicable, that relate to the Business (together with such other portions thereof as are necessary to comprehend the terms thereof that apply to the Business).

Access to Information. Upon reasonable notice, the Company will (aand will cause its Subsidiaries to) Sellers agree thatafford to the officers, until employees, accountants, counsel and other representatives of Parent and Purchaser, access, at all reasonable times during the earlier of period prior to the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwiseEffective Time, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other all its properties, facilities, businesses, books, Contracts, personnel, commitments and records and operations (including the Purchased Assets Tax Returns) and Assumed Liabilities) of Sellers and their Subsidiariesother information requested by such party, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted purposes of post-acquisition planning and integration planning to the extent requested by Parent, and, during such period, the Company will (and will cause each of its Subsidiaries to) furnish promptly to Parent and Purchaser all information concerning its business, properties and personnel as Parent or Purchaser may request; provided, that it would(i) no investigation or request pursuant to this Section 6.3 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company; (ii) the Company in Sellers’ reasonable determinationresponding to requests from Parent or any Parent representative for access to records or other information of a confidential and competitively sensitive nature may, require any Sellerprior to expiration or termination of the waiting period under the HSR Act, limit such access to Parent's outside accountants, counsel, financial advisors and other outside representatives; and (iii) in no event shall this Section 6.3 be deemed to permit Parent, Purchaser, any Subsidiary of any Seller this respective affiliates or any of their respective Representatives directors, officers, employees, agents or representatives to disclose conduct any invasive sampling or testing. Any information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld obtained pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature 6.3 or any other provision of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 Agreement shall be subject to restrictions set forth in Section 6.24 the terms of the Confidentiality Agreement dated December 16, 2002, by and under applicable Law. Sellers shall cooperate, between Reuters America Inc. and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examinationthe Company (the "Confidentiality Agreement"), and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere party hereto will comply with the business of Sellers and their Subsidiaries. Without limiting the generality terms of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of PurchaserConfidentiality Agreement, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertynot a party thereto.

Access to Information. (a) Sellers agree thatDuring the Pre-Closing Period, until Seller shall, and shall cause the earlier Acquired Companies to (and, to the extent within the control of Seller or its Subsidiaries shall cause each other Seller Business Group Member to), provide Buyer and its Representatives with reasonable access to (i) all of the Executory Contract Designation Deadline Seller Business Group’s (to the extent related to the Business) and the termination Business’ properties, Contracts, books and records and other documents, data and information; (ii) all of their respective officers, employees and other personnel involved in the Seller Business Group (to the extent related to the Business) or the Business; and (iii) any other information of the Seller Business Group (to the extent related to the Business and, with respect to JV Entities, to the extent Seller or its Subsidiaries has, or has the right to, access to such information) or the Business as Buyer or any of its Representatives may reasonably request. All access and investigation pursuant to this Agreement, Purchaser Section 5.2(a) shall be entitled(A) conducted during normal business hours upon reasonable advance notice to Seller, (B) conducted in such a manner as not to unreasonably interfere with the normal operations of the Seller Business Group or the Business, (C) coordinated through the managing director of international wholesale or general counsel (or equivalent) of the Business or designee thereof and (D) conducted at Buyer’s sole cost and expense; provided that Seller shall have the right, at its Representatives or otherwisecost and expense, to have reasonable access one or more of its Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 5.2(a). Notwithstanding anything to the executive officers and Representatives of Sellers and contrary contained herein, during the properties and other facilitiesPre-Closing Period, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination Seller Business Group Member shall be permitted required to provide access or disclose information to the extent that it such access or disclosure would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to (w) jeopardize the attorney-client privilege or in conflict with other immunity or protection from disclosure of a Seller Business Group Member or the Business, (x) violate any confidentiality agreement (i) Law or Order applicable to which any SellerSeller Business Group Member or the Business, including any Subsidiary Data Protection Law, or (ii) any COVID-19 Measure applicable to any Seller Business Group Member or the Business, or (y) require the disclosure of any Seller or any of their respective Representatives are bound (in which case, information with respect to the extent requested by PurchaserRetained Business; provided, Sellers will use reasonable best efforts to seek an amendment however, that, in the case of clauses (w), (x) or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a(y), Seller shall inform Purchaser Buyer of the nature of the information being withheld and, upon Buyer’s request, cooperate with Buyer to provide such information, in writing as whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (w), (x) or (y). Notwithstanding anything to the general nature contrary contained herein, during the Pre-Closing Period, (1) without the prior written consent of what Seller (such consent not to be unreasonably withheld, conditioned or delayed), Buyer shall not, and shall cause its Affiliates and its Representatives not to, contact any Person known by Buyer to be a vendor, supplier, customer or employee that is not a member of senior management of the Business regarding the Business, the Acquired Companies (or otherwise regarding Seller or any of its Affiliates), the subject matter of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby (it being withheld understood that Buyer, its Affiliates and Representatives may contact any such Person in the reason for withholding such materialordinary course of their respective businesses and consistent with past practice), and (2) without the prior written consent of Seller, Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of any Seller Business Group Member or the Business. (b) Any Buyer will hold any information obtained pursuant to Section 5.2(a) in confidence in accordance with the Confidentiality Agreement. (c) No information or knowledge obtained in any investigation by Buyer or other information received by Buyer pursuant to Section 5.2(a) shall operate as a waiver or be deemed to modify or otherwise affect any representation, warranty or agreement contained herein or in any certificate, document or other instrument delivered in connection herewith, the conditions to the obligations of the Parties to consummate the Closing in Article 7 or otherwise prejudice in any way the rights and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 remedies of Buyer hereunder. (d) From and under applicable Law. Sellers shall cooperateafter the Closing, for a period of five (5) years, Seller shall, and shall cause their Subsidiaries and each of its Affiliates and its and their respective Representatives to, maintain in confidence, not disclose to any Person, any non-public, confidential or proprietary information in its possession, under its control or to which it has access to the extent relating to the Business. It is understood that Seller shall not have any liability under this Section 5.2(d) with respect to the disclosure of information that (A) is in or comes into the public domain, through no breach of this Section 5.2(d) by Seller, its Affiliates or any of its or their Representatives, (B) is accessible to Seller, its Affiliates or any of its or their Representatives from a third party that is not known by Seller, its Affiliates or any of their Representatives to cooperatebe bound by a duty or obligation of confidentiality to the Buyer or any of its Affiliates (including the Acquired Companies or the JV Entities) with respect to such information, (C) it is required by Law or Order or stock exchange regulation to disclose, (D) is disclosed by Seller or its Affiliates or its or their Representatives in accordance with Purchaser and its Representatives Section 5.11 or (E) in connection with such investigation and examinationenforcing its rights under this Agreement or any Ancillary Agreement; provided, and each that in the case of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(aclause (C), such investigation and examination Seller shall include reasonable access notify Buyer as early as practicable prior to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access disclosure to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right allow Buyer to be present take appropriate measures at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish Buyer’s expense to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to preserve the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertysuch information.

Access to Information. (a) Sellers agree that, until the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser The Confidentiality Agreements shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to terminate on the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation After the Closing, upon reasonable written notice, to the extent permitted by the Organizational Documents of the Companies, Buyer shall furnish or cause to be furnished to Sellers and examination contemplated their Representatives access, during normal business hours, to such information, the Books and Records and assistance, in each case to the extent in Buyer’s possession or control, relating to the business of the Companies as is reasonably necessary for the preparation and filing of any Tax Return, the defense of any Tax claim or assessment or in connection with the prosecution or defense of any investigation, claim (including any insurance claims) or legal proceeding of Sellers, the Companies or any of their Affiliates or in order to enable Sellers to comply with their obligations (or confirm compliance by Buyer with its obligations) under this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable LawAgreement. Sellers shall cooperate, promptly reimburse Buyer for reasonable documented out-of-pocket costs and shall cause their Subsidiaries and each of their respective Representatives expenses incurred in assisting Sellers pursuant to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to this Section 6.1(a5.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers . (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellersc) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each caseBuyer shall, to the confidentiality restrictions outlined in extent permitted by the Organizational Documents of the Companies, preserve and keep the Books and Records for at least five years following the Closing Date or for such longer period as may be required by applicable Law. (d) Sellers agree not to disclose, or allow their Affiliates and the respective Representatives of the foregoing to disclose, to others of any Confidential Information for a period of two (2) years after the Closing Date, except that any Seller may disclose Confidential Information to its Affiliates and Representatives, provided that such Seller shall be responsible for any breach of the applicable terms of this Section 6.1. Notwithstanding anything contained herein 5.1(d) by any of its Affiliates or Representatives to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertywhich it disclosed Confidential Information.

Access to Information. (a) Sellers agree that, From the date of this Agreement until the earlier of Closing Date (and, with respect to the Executory Contract Designation Deadline Acquired Stores to be transferred at each Subsequent Closing, each Subsequent Closing Date and the termination of this AgreementDistribution Center to be transferred at the Distribution Center Closing Date, Purchaser shall the Distribution Center Closing), upon reasonable prior notice, and except as determined in good faith to be entitled, through its Representatives or otherwise, appropriate to have reasonable access ensure compliance with any applicable Laws and subject to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations any applicable privileges (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any privilege) and contractual confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a)obligations, Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateshall, and shall cause their Subsidiaries its Affiliates and each of their respective Representatives to cooperate(i) afford the Representatives of Buyer reasonable access, with Purchaser during normal business hours, to the offices, properties, books and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality records of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers Acquired Stores; (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellersii) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s the Representatives of Buyer such additional financial and operating data and other information regarding the Acquired Stores as Purchaser Buyer may from time to time reasonably request; and (iii) make available to the Representatives of Buyer and its Affiliates those employees of Seller and its Affiliates whose assistance, subjectexpertise, testimony, notes and recollections or presence may be necessary to assist Buyer, its Affiliates or its or their respective Representatives in connection with its inquiries, including the presence of such persons as witnesses in hearings or trials for such purposes provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of Seller or any of its Affiliates; and provided, further, that the auditors and accountants of Seller or any of its Affiliates shall not be obliged to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by Seller, Buyer shall enter into a customary joint defense agreement with Seller with respect to any information to be provided to Buyer pursuant to this Section 5.02(a). (b) In addition to the provisions of Section 5.03, from and after the Closing Date, in each caseconnection with any reasonable business purpose, including the preparation of Tax Returns, claims relating to Excluded Liabilities, financial statements, or the determination of any matter relating to the rights or obligations of Seller or any of its Affiliates under any of the Transaction Agreements, upon reasonable prior notice, and except as determined in good faith to be necessary to (i) ensure compliance with any applicable Law, (ii) preserve any applicable privilege (including the attorney-client privilege), or (iii) comply with any contractual confidentiality obligations, Buyer shall, and shall cause its Affiliates and its Representatives to, (A) afford the Representatives of Seller and its Affiliates reasonable access, during normal business hours, to the confidentiality restrictions outlined offices, properties, books and records of Buyer and its Affiliates in respect of the Acquired Stores and the Purchased Assets (and related Liabilities), (B) furnish to the Representatives of Seller and its Affiliates such additional financial and other information regarding the Acquired Stores and the Purchased Assets (and related Liabilities) as Seller or its Representatives may from time to time reasonably request and (C) make available to the Representatives of Seller and its Affiliates those employees of Buyer and its Affiliates whose assistance, expertise, testimony, notes and recollections or presence may be necessary to assist Seller, its Affiliates or its or their respective Representatives in connection with its inquiries for any of the purposes referred to above, including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the business or operations of Buyer or any of its Affiliates; provided, further, that the auditors and accountants of Buyer or its Affiliates shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by Buyer, Seller or one of its Affiliates shall enter into a customary joint defense agreement with Buyer and its Affiliates with respect to any information to be provided to Seller pursuant to this Section 5.02(b). (c) Notwithstanding anything in this Section 6.1. Notwithstanding anything contained herein Agreement to the contrary, Purchaser no Party hereto shall consult with Sellers be required, prior to conducting the Closing, to disclose, or cause the disclosure of, to any environmental investigations other Party or examinations its Affiliates or its or their Representatives (or provide access to any offices, properties, books or records of such Party or any natureof their Affiliates that could result in the disclosure to such persons or others of) any confidential information relating to trade secrets, including Phase I proprietary know-how, processes or patent, trademark, trade name, service ▇▇▇▇ or copyright applications or product development, or pricing and Phase II site assessments and marketing plans, nor shall any environmental sampling in respect Party be required to permit or cause others to permit any other Party or its Affiliates or Representatives to have access to or to copy or remove from the offices or properties of the Transferred Real Propertysuch Party or any of its Affiliates any documents, drawings or other materials that might reveal any such confidential information.

Access to Information. (a) Sellers agree thatEach Seller shall give Buyer and its counsel, until the earlier of the Executory Contract Designation Deadline accountants, engineers, and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have other authorized representatives reasonable access to the executive officers Assets and Representatives of Sellers to all other books, records, and documents relating to the Shares and the properties Stations for the purpose of audit and other facilitiesinspection, businesses, books, Contracts, personnel, records and will furnish or cause to be furnished to Buyer or its authorized representatives all information with respect to the affairs and business of the Stations that Buyer may reasonably request (including any financial reports and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted reports produced with respect to the extent that it wouldaffairs and business of VVI Spokane, in Sellers’ reasonable determinationVVI Tallahassee and the Stations, require any Seller, any Subsidiary a list of any Seller or any all employees of the Stations and a description of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requestedbase compensation); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a)Sellers shall give Buyer and its counsel, such investigation accountants, and examination shall include other authorized representatives reasonable access to Sellers’ executive officers (' financial records relating to the operations of the Stations and employees the Stations' employees, counsel, accountants, and other representatives for the purpose of preparing and auditing such financial statements as Buyer determines, in its reasonable judgment, are required or advisable to comply with federal or state securities laws and the rules and regulations of securities markets as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. Sellers agree to provide financial statements concerning the operations of the Stations, reviewed by Sellers' accountants, containing reasonably requested customary representations; provided, however, that the parties hereto agree that Buyer shall have no right under any circumstance to delay the Closing or terminate this Agreement on account of the information contained in any such financial statement or the inability of Sellers or their accountants in good faith to make any representation requested by Buyer. The preparation and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including auditing of any document retention policies of Sellers) and access financial statements pursuant to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser 6.8(b) shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I be at Buyer's sole cost and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyexpense.

Access to Information. (a) Sellers agree thatshall, until and shall cause the earlier of the Executory Contract Designation Deadline Acquired Companies to, during ordinary business hours and the termination of this Agreement, upon reasonable advance written notice (i) give Purchaser shall be entitled, through and its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, assets, facilities and books and records of each of the Acquired Companies and operations (including the Purchased Assets ii) permit Purchaser and Assumed Liabilities) of Sellers and their Subsidiariesits Representatives to make such reasonable inspections thereof as Purchaser may reasonably request; provided, including access to systems, data, databases for benefit plan administration; provided however, that no (A) any such investigation or examination inspection shall be permitted conducted in such a manner as not to materially interfere with the extent that it wouldoperations of the Sellers, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller the applicable Acquired Company or any other member of their respective Representatives the Seller Group, and (B) neither Sellers nor an Acquired Company shall be required to disclose information subject to take any action which would constitute or result in a waiver of its attorney-client privilege or violate any Contract or applicable Law; provided, further, that if any event set forth in conflict clauses (A) and (B) in the foregoing proviso would be reasonably likely to occur, the Sellers shall collaborate with Purchaser in good faith to make alternative arrangements to allow for such inspection in a manner that does not result in such event. Purchaser shall indemnify and hold harmless Sellers from and against any confidentiality agreement to which any SellerLosses incurred by Sellers, any Subsidiary of any Seller their Affiliates or any of its or their respective Representatives are bound (in which case, to the extent requested by Purchaserresulting from any action of Purchaser or its Representatives while present on any premises to which Purchaser is granted access hereunder. Notwithstanding anything in this Section 4.2(a) to the contrary, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for (x) Purchaser shall not have access to personnel records if such access could, in the executive officers applicable Seller’s good-faith judgment, violate applicable Law, including the Health Insurance Portability and Accountability Act of Sellers 1996, and (y) any inspection relating to environmental matters by or on behalf of Purchaser shall be directed, prior strictly limited to visual inspections and site visits commonly included in the Closing, to the Chief Financial Officer scope of Parent or his designee“Phase 1” level environmental inspections, and following Purchaser shall not have the Closingright to collect any air, to soil, surface water or ground water samples or perform any invasive or destructive air sampling on, under, at or from any of the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such materialReal Property. (b) Any investigation Unless otherwise provided in the Transition Services Agreement, each Seller shall deliver to Purchaser or an Acquired Company the books and examination contemplated by this Section 6.1 shall be records of each Acquired Company in the possession or control of such Seller or any of its Affiliates (and not in the possession of an Acquired Company) as promptly as practicable following the Closing Date (it being agreed that such Seller may retain a copy thereof, at such Seller’s sole cost and expense, subject to restrictions set forth its confidentiality obligations in accordance with Section 6.24 4.3). For a period of seven (7) years after the Closing Date, each Party and its Representatives shall have reasonable access to all of the books and records relating to the Acquired Companies in the possession of the other Parties, and to the employees of the other Parties, to the extent that such access may reasonably be required by such Party in connection with any Action and to the extent permitted under applicable Law. Sellers Such access shall cooperate, be afforded by the applicable Party upon receipt of reasonable advance notice and during normal business hours and shall cause their Subsidiaries and each of their respective Representatives be conducted in such a manner as not to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the operation of the business of Sellers and their Subsidiariesany Party or its respective Affiliates. Without limiting The Party exercising the generality right of the foregoing, subject to Section 6.1(a), access hereunder shall be solely responsible for any costs or expenses incurred by any Party in connection therewith. Each Party shall retain such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts books and records for a period of seven (including any document retention policies of Sellers7) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have years from the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertyClosing Date.

Access to Information. (a) Sellers agree thatBetween the date hereof and the Closing Date, until the earlier Seller Parties shall, and shall cause the other Target Companies to: (i) afford each Buyer and its Representatives reasonable access, during normal business hours and upon reasonable notice, to the personnel, offices, properties, Assets, book and records of the Executory Contract Designation Deadline and Target Companies in connection with such Buyer’s efforts to consummate the termination of transactions contemplated by this Agreement, Purchaser shall be entitled, through ; (ii) furnish each Buyer and its Representatives or otherwisewith such financial, to have reasonable access operating and other data and information related to the executive officers Target Companies as such Buyer or any of its Representatives may reasonably request; and (iii) instruct their respective Representatives to reasonably cooperate with each Buyer in its investigation of Sellers and the properties and other facilitiesTarget Companies; provided, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that such access shall not unreasonably interfere with the ongoing business or operations of the Target Companies and no Buyer shall have any right to perform invasive or subsurface investigations of the properties or facilities of any Seller Parties without the prior written consent of the Sellers’ Representative (which consent may be withheld for any or no reason). Notwithstanding anything herein to the contrary, (a) no such investigation access or examination shall be permitted to the extent that (i) it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary could unreasonably disrupt the operations of any Seller or any of their respective Representatives its Subsidiaries, (ii) it would reasonably be expected to disclose information subject cause significant competitive harm to any Seller or its Subsidiaries if the transactions contemplated by this Agreement are not consummated or (iii) any Seller determines that such access or examination would (A) jeopardize the attorney-client privilege (it being agreed that the Parties shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of this clause (A) apply) or (B) contravene any Law or Contract (it being agreed that Sellers and the Company, Trillium UK and Trillium Germany shall use commercially reasonable efforts to obtain any required consent under any such Contract to permit such access or examination). (b) From and after the Closing, upon reasonable prior notice and during normal business hours, in conflict connection with the preparation of financial statements and the conduct of a financial audit with respect to the Business and/or the Target Companies for the 2017 fiscal year, except as determined in good faith to be necessary to (i) ensure compliance with any applicable Law, (ii) preserve any applicable privilege (including the attorney-client privilege) or (iii) comply with any contractual confidentiality agreement obligations, each Seller shall, and shall cause the Non-Company Affiliates to, and use commercially reasonable efforts to which any Sellercause its and their respective Representatives to, any Subsidiary (A) furnish or cause to be furnished to each Buyer, its Affiliates (including, from and after the Closing, the Target Companies) and their respective Representatives such additional financial and other information regarding the Target Companies and the Business in the possession or control of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment Non-Company Affiliates as any Buyer or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject(B) provide each Buyer, in each caseits Affiliates (including, from and after the Closing, the Target Companies) and their respective Representatives with reasonable access to the confidentiality restrictions outlined books, accounts and records of Sellers and the Non-Company Affiliates, (C) use reasonable best efforts to obtain the assistance of each Seller’s and the Non-Company Affiliates’ auditors, accountants, counsel and other advisors and (D) make available to each Buyer, its Affiliates (including, from and after the Closing, the Target Companies) and their respective Representatives those employees of Sellers and the Non-Company Affiliates whose assistance, expertise, notes and recollections or presence may be necessary to assist any Buyer in this connection with its inquiries for any of the purposes referred to above; provided, however, that such investigation shall not unreasonably interfere with the business or operations of any Seller or any of the Non-Company Affiliates; provided, further, that no Seller shall be required to produce additional business records or reports not produced in the ordinary course of the existing Business. The provisions of Section 6.1. Notwithstanding anything contained herein 7.7(b) shall apply to any information provided to or obtained by any Buyer, any of its Affiliates (including, from and after the Closing, the Target Companies) or any of their respective Representatives, mutatis mutandis. (c) Any information provided to or obtained by any Buyer or its Representatives pursuant to Section 7.19(a) shall be subject to the contraryterms of, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any natureand the restrictions contained in, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertyConfidentiality Agreement.

Access to Information. (a) Subject to Section 5.03(b) below, Sellers covenant and agree that, from the date of this Agreement until the earlier of Closing, (x) subject to any limitations on disclosures to which ICO and Parent agreed in the Executory Contract Designation Deadline Confidentiality Agreement, (y) subject to any nondisclosure obligations to third Persons and (z) subject to any restrictions imposed by applicable Legal Requirements, from the termination date of this AgreementAgreement until the Closing, Purchaser Sellers shall be entitleduse reasonable efforts (and shall cause the Acquired Companies to use reasonable efforts) (i) to afford to the Buyer Parties and their Representatives access, through its Representatives or otherwiseat reasonable times upon reasonable prior notice, to have reasonable access the officers, employees, agents, properties, offices and other facilities of such Seller Companies and to their Books and Records and (ii) to furnish promptly to the executive officers Buyer Parties and their Representatives of Sellers and such information concerning the properties and other facilitiesproperties, businesses, books, Contracts, personnelcontracts, records and operations personnel (including the Purchased Assets financial, operating and Assumed Liabilitiesother data and information) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted related to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, Business as may be required reasonably requested, from time to avoid such conflicttime, by or restructure on behalf of the form of access, so as to permit the access requested)Buyer Parties; provided furtherthat the Buyer Parties and their Representatives (x) comply with the provisions of the Confidentiality Agreement, that notwithstanding (y) comply with all applicable safety and other rules of conduct of the notice provisions in Section 9.2 hereof, all such requests for access to facility and (z) do not unreasonably interfere with the executive officers operation of Sellers shall be directed, prior to the Closing, to facility or the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such materialpersonnel involved. (b) Any investigation ICO and examination contemplated by Parent may as each deems reasonably advisable and necessary designate any competitively sensitive information provided to the other pursuant to this Section 6.1 5.03 as "outside consultant only" and such information shall be subject provided only to restrictions set forth the outside consultant of the recipient who shall execute a confidentiality agreement in Section 6.24 and under applicable Law. Sellers a form satisfactory to ICO which shall cooperate, and shall cause their Subsidiaries and each restrict the disclosure of their respective Representatives such information including to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers Buyer Parties and their Subsidiaries. Without limiting Affiliates. (c) All nonpublic information provided to the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries Buyer Parties and their Representatives shall prepare pursuant to Section 5.03 and furnish to Purchaser’s Representatives such additional financial and operating data and other all information as Purchaser may from time to time reasonably request, subject, in each case, made available to the confidentiality restrictions outlined Buyer Parties in this Section 6.1. Notwithstanding anything contained herein any data room (including the internet data room) pertaining to the contrary, Purchaser Seller Companies shall consult with Sellers prior be deemed to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertybe Confidential Information.

Access to Information. (a) Sellers agree thatDuring the Interim Period, until upon reasonable prior written notice, the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateParties shall, and shall cause their Subsidiaries respective officers, directors, employees, agents, representatives, accountants and each counsel to, (a) afford the Buyer and its authorized Representatives reasonable access during normal business hours to the offices, properties, records, Contracts, Tax Returns and appropriate officers and employees of their respective Representatives the Business, and (b) furnish to cooperate, with Purchaser the Buyer and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information regarding the Business (or copies thereof) as Purchaser the Buyer or its Representatives may from time to time reasonably request, subject, in each case, as reasonably required in connection with the consummation of the Transactions; provided, however, that any such access shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Seller’s personnel and in such a manner as to not unreasonably interfere with the confidentiality restrictions outlined normal operations of Seller; provided, further, that with respect to any properties or other facilities of Seller (including the Transferred Entities), any such access shall not include access for the purpose of conducting any real property assessments, environmental analysis or other intrusive testing of any such properties, plants or other facilities. No investigation by the Buyer or other information received by the Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Seller Parties in this Section 6.1Agreement. Notwithstanding anything contained herein to the contrarycontrary in this Agreement, Purchaser the Seller Parties shall consult with Sellers not be required to disclose any information to the Buyer if such disclosure would, in Seller’s sole discretion, (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws or any directive or guideline issued by a Governmental Authority, fiduciary duty or Contract entered into prior to conducting any environmental investigations the date hereof; provided, however, that to the extent practicable and in accordance with such Law, duty or examinations Contract, and in a manner that does not result in the waiver of any natureprivilege, including Phase I and Phase II site assessments and any environmental sampling as applicable, the Seller Parties shall make commercially reasonable efforts, at the Buyer’s sole expense, to provide appropriate substitute arrangements for the disclosure of such information to the Buyer. The Buyer shall hold in respect of confidence all information so obtained in accordance with the Transferred Real PropertyConfidentiality Agreement.

Access to Information. (a) Sellers agree that, until Between the earlier date of the Executory Contract Designation Deadline this Agreement and the termination of this AgreementClosing Date, Purchaser shall be entitledSellers will, through at reasonable times and upon reasonable notice: (i) give Buyer and its Representatives or otherwise, to have reasonable access to the executive officers its managerial personnel and Representatives of Sellers and the properties to all books, records, plans, equipment, offices and other facilities, businesses, books, Contracts, personnel, records facilities and operations (including properties constituting the Purchased Assets and Assumed LiabilitiesAssets; (ii) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection furnish Buyer with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information with respect to the Purchased Assets as Purchaser Buyer may from time to time reasonably request, subjectand permit Buyer to make such reasonable Inspections thereof as Buyer may request; (iii) furnish Buyer at its request a copy of each material report, in each case, schedule or other document filed by Sellers or any of their Affiliates with respect to the confidentiality restrictions outlined Purchased Assets with the SEC, FERC, NYPSC, NYDEC, PaPUC, PaDEP or any other Governmental Authority; and (iv) furnish Buyer with all such other information as shall be reasonably necessary to enable Buyer to verify the accuracy of the representations and warranties of Sellers contained in this Agreement; provided, however, that (A) any such inspections and investigations shall be conducted in such a manner as not to interfere unreasonably with the operation of the Purchased Assets, (B) Sellers shall not be required to take any action which would constitute a waiver of the attorney-client privilege, and (C) Sellers need not supply Buyer with any information which Sellers are under a legal or contractual obligation not to supply. Notwithstanding anything in this Section 6.1. Notwithstanding anything contained herein 6.2 to the contrary, Purchaser Sellers will only furnish or provide such access to Transferring Employee Records and will not furnish or provide access to other employee personnel records or medical information unless required by law or specifically authorized by the affected employee and Buyer shall consult with Sellers prior not have the right to conducting any environmental investigations perform or examinations of any nature, including Phase I and Phase II site assessments and conduct any environmental sampling in respect or testing at, in, on, or underneath the Purchased Assets. (b) Each Party shall, and shall use its best efforts to cause its Representatives to, (i) keep all Proprietary Information of the Transferred Real Propertyother Party confidential and not to disclose or reveal any such Proprietary Information to any person other than such Party's Representatives and (ii) not use such Proprietary Information other than in connection with the consummation of the transactions contemplated hereby. After the Closing Date, any Proprietary Information to the extent related to the Purchased Assets shall no longer be subject to the restrictions set forth herein. The obligations of the Parties under this Section 6.2(b) shall be in full force and effect for three (3) years from the date hereof and will survive the termination of this Agreement, the discharge of all other obligations owed by the Parties to each other and the closing of the transactions contemplated by this Agreement. (c) For a period of seven (7) years after the Closing Date (or such longer period as may be required by applicable law), each Party and its Representatives shall have reasonable access to all of the books and records of the Purchased Assets, including all Transferring Employee Records in the possession of the other Party to the extent that such access may reasonably be required by such Party in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the operation of the Purchased Assets. Such access shall be afforded by the Party in possession of any such books and records upon receipt of reasonable advance written notice and during normal business hours. The Party exercising this right of access shall be solely responsible for any costs or expenses incurred by it or the other Party with respect to such access pursuant to this Section 6.2(c). If the Party in possession of such books and records shall desire to dispose of any books and records upon or prior to the expiration of such seven-year period (or any such longer period), such Party shall, prior to such disposition, give the other Party a reasonable opportunity at such other Party's reasonable expense, to segregate and remove such books and records as such other Party may select. (d) Notwithstanding the terms of Section 6.2(b) above, the Parties agree that prior to the Closing Buyer may reveal or disclose Proprietary Information to any other Persons in connection with Buyer's financing of its purchase of the Purchased Assets or any equity participation in Buyer's purchase of the Purchased Assets (provided that such Persons agree in writing to maintain the confidentiality of the Proprietary Information in accordance with this Agreement). (e) Upon the other Party's prior written approval (which will not be unreasonably withheld), either Party may provide Proprietary Information of the other Party to the NYPSC, the PaPUC, the SEC, the FERC or any other Governmental Authority with jurisdiction or any stock exchange, as may be necessary to obtain Sellers' Required Regulatory Approvals, or Buyer Required Regulatory Approvals, respectively, or to comply generally with any relevant law or regulation. The disclosing Party will seek confidential treatment for the Proprietary Information provided to any Governmental Authority and the disclosing Party will notify the other Party as far in advance as is practicable of its intention to release to any Governmental Authority any Proprietary Information. (f) Except as specifically provided herein or in the Confidentiality Agreement, nothing in this Section shall impair or modify any of the rights or obligations of Buyer or its Affiliates under the Confidentiality Agreement, all of which remain in effect until termination of such agreement in accordance with its terms. (g) Except as may be permitted in the Confidentiality Agreement, Buyer agrees that, prior to the Closing Date, it will not contact any vendors, suppliers, employees, or other contracting parties of Sellers or their Affiliates with respect to any aspect of the Purchased Assets or the transactions contemplated hereby, without the prior written consent of Sellers, which consent shall not be unreasonably withheld. (i) Buyer shall be entitled to inspect, in accordance with this Section 6.2(h), all of the Purchased Assets located adjacent to any Point of Interconnection (as defined in the Interconnection Agreement), as shown in Schedule A to the Interconnection Agreement, to verify and/or determine the accuracy of the data, drawings, and records described in such Schedule. The Parties shall cooperate to schedule Buyer's inspection at the Facility so that any interference with the operation of the Facility is minimized, to the extent reasonably feasible, and so that Buyer may complete its inspections of the Facility within thirty (30) working days of commencement of inspections and within two (2) months after the execution of this Agreement. (ii) Sellers shall provide, or shall cause to be provided, to Buyer, access to the Facility at the times scheduled for the inspections. Buyer shall provide qualified engineering, operations, and maintenance personnel to escort Buyer's personnel and to assist Buyer's personnel in conducting the inspections. Sellers and Buyer shall each bear their own costs of participating in the inspections. At a mutually convenient time not more than one (1) month after Buyer has completed its inspections, the Parties shall meet to discuss whether, as a result of the inspections, it is appropriate to modify Schedule A to the Interconnection Agreement to portray more accurately the Points of Interconnection. Any modification to any portion of Schedule A of the Interconnection Agreement to which the Parties agree shall thereafter be deemed part of Schedule A of the Interconnection Agreement for all purposes under the Interconnection Agreement.

Access to Information. (a) Sellers agree that, until the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access Prior to the executive officers Closing Date and Representatives upon reasonable notice from Buyer, Sellers (i) shall give Buyer and its authorized representatives and representatives of Sellers and the properties and other facilitiesits financing sources reasonable access, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to such limitations or procedures as may be necessary to protect the attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which casethe work product doctrine, to all offices, warehouses, plants, stores and other facilities relating to the extent requested by PurchaserBusiness or the Assets and to all books and records of the Business, Sellers (ii) will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, Buyer and all such requests for access persons to the executive make such inspections as they may reasonably request at reasonable times and (iii) will cause its officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, furnish Buyer and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding all such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection persons with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information with respect to the Assets and the Business as Purchaser they may from time to time reasonably request. (b) Buyer shall hold and shall cause its employees, subjectagents and other representatives to hold in strict confidence all documents and information concerning the Business to the extent and in accordance with the terms and conditions of the Confidentiality Agreement dated April 23, 1996, between Buyer and T&C; provided, however, that Sellers acknowledge that Buyer may disclose certain information regarding the Business, this Agreement and the transactions contemplated hereby to Buyer's lenders or in connection with the public or private offering of Buyer's securities to the extent required by federal and state securities laws, in each either case, in connection with Buyer's financing of the transactions contemplated by this Agreement and the provision of a line of credit to Buyer from its lenders. (c) For a period of at least six (6) years following the Closing Date, Buyer shall retain, at Buyer's sole expense, the books, records and other data of the Business transferred pursuant to Section 1.1(a). During such period, Buyer shall afford to Sellers, their counsel and accountants, during normal business hours, reasonable access to such books, records and other data. Following the expiration of such six-year period, Buyer may dispose of any such books, records and other data; provided, however, that before disposing of any such materials it shall first notify T&C and permit T&C, at its sole expense, to remove such materials. (d) Buyer shall, at the request of any Seller, (i) provide reasonable assistance in the collection of information or documents and (ii) make Buyer's employees available when reasonably requested by Sellers in connection with claims or actions brought by or against third parties based upon events or circumstances concerning Excluded Liabilities. After the Closing Date, Buyer agrees to make available to Sellers for inspection and copying at Sellers' expense, at reasonable times upon request therefor, any records and documents relating to the confidentiality restrictions outlined Business and the Assets which, at the time of such request, are in this Section 6.1Buyer's possession or control. Notwithstanding anything contained herein In addition, Buyer agrees to make available to Sellers such financial data and other information relating to the contraryBusiness and the Assets, Purchaser and will make available such employees of the Business employed by Buyer, as Seller shall consult from time to time reasonably request to permit Seller to prepare any Tax Returns and in connection with Sellers any governmental examination of Tax Returns relating to the Business or the Assets for the periods prior to conducting the Closing Date. Buyer's reasonable expenses in connection therewith shall be reimbursed by Sellers. (e) After the Closing Date, Sellers agree to make available to Buyer for inspection and copying at Buyer's expense, at reasonable times upon request therefor, any environmental investigations records and documents relating to the Business and the Assets retained by Sellers which, at the time of such request, are in any Seller's possession or examinations control. In addition, Sellers agree to provide reasonable assistance in the collection of information or documents and make available to Buyer any naturefinancial data and other information retained by any Seller relating to the Business and the Assets, including Phase I and Phase II site assessments and any environmental sampling in respect will make available such former employees of the Transferred Real PropertyBusiness that at the time shall be employed by any Seller, as Buyer shall from time to time reasonably request, in connection with claims or actions brought by or against third parties based on events or circumstances concerning the Assets or the Business or the Assumed Liabilities and to permit Buyer to prepare any Tax Returns and in connection with any governmental examination of Tax Returns relating to the Business or the Assets for periods from and after the Closing Date. Sellers' reasonable expenses in connection therewith shall be reimbursed by Buyer. (f) Prior to the Closing, Sellers agree to make their respective Employees available for reasonable periods of time in order to assist Buyer in its efforts to obtain the financing for the purchase of the Assets; provided, however, that the assistance provided by such Employees in Buyer's financing efforts shall not unduly interfere with the normal duties and responsibilities of such Employees to operate the business of Sellers.

Access to Information. (a) Sellers agree thatFrom March 1, until 2004 or, if earlier, the earlier date an application is filed with the ICC for approval of the Executory Contract Designation Deadline and the termination of transactions contemplated by this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to until the Closing, to the Chief Financial Officer extent permitted by applicable Law (including antitrust Laws), the Dynegy Parties shall afford the employees, counsel, accountants, consultants and representatives of Parent or his designeePurchaser reasonable access, during normal business hours, to the offices, properties, facilities, work papers and books and records of the IPC Companies and their Affiliates and their accountants relating to the Business, including organizational charts and other human resources records, information systems architecture, database designs/structures, sample data extracts, and following hardware/software inventory including code and designs (with the exception of confidential personnel records or information as to which disclosure would result in the loss of a legal privilege or protection) as Purchaser reasonably deems necessary or advisable, and to those Active Employees to whom Purchaser reasonably requests access; provided, however, that in no event shall Dynegy or Seller be deemed to have breached the provisions of this Section 5.2(a) with respect to the access provided to the counsel, accountants, consultants and representatives of Purchaser if the Dynegy Parties have used commercially reasonable efforts to cause their respective counsel, accountants and representatives to provide the level of access otherwise required pursuant to this Section 5.2(a). All information and knowledge obtained as a result of or in connection with in any investigation conducted or access provided pursuant to this Section 5.2(a) shall be subject to the Confidentiality Agreement and any joint defense agreement entered into by the parties in accordance with their respective terms and the terms hereof. (b) From March 1, 2004 or, if earlier, the date an application is filed with the ICC for approval of the transactions contemplated by this Agreement, until the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant extent permitted by applicable Law and without unreasonable interference with IPC's business, Dynegy shall and shall cause IPC to this Section 6.1(a), Seller shall inform cooperate with Purchaser in writing planning and preparation for integration of operations, systems, processes and other key business activities of IPC and Purchaser, including identification and commitment of IPC personnel for integration planning and making available IPC personnel to serve as to an integration coordinator and key support personnel in the general nature areas of what is being withheld Information Technology, Human Resources, Energy Delivery and the reason for withholding such materialAccounting. (bc) Any investigation Purchaser, Dynegy and examination contemplated by this Section 6.1 Seller shall be subject provide reasonable cooperation to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateeach other, and shall cause their Subsidiaries respective officers, employees, accountants, consultants and representatives to provide reasonable cooperation to each other, for a period of 180 days after the Closing to ensure the orderly transition of the Business from Seller to Purchaser and to minimize any disruption to the respective businesses of Seller, Dynegy and Purchaser that might result from the transactions contemplated hereby. After the Closing, upon reasonable written notice, Purchaser, Dynegy and Seller shall furnish or cause to be furnished to each other and their employees, counsel, auditors and representatives reasonable access, during normal business hours, to such information and assistance relating to the Business as is reasonably necessary for planning any systems conversions, process changes, litigation, employee benefits, environmental, financial reporting and accounting matters, the preparation and filing of any Tax Returns or the defense of any Tax audit, claim or assessment or any other similar reasonable matter. In no event shall Purchaser, Dynegy or Seller be deemed to have breached the provisions of this Section 5.2(c) with respect to the access provided to their respective Representatives counsel, auditors and representatives if the party obligated to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each provide access pursuant to the terms of Purchaser and its Representatives this Section 5.2(c) shall use their have used commercially reasonable best efforts to not materially cause their respective counsel, auditors and representatives to provide the level of access otherwise required pursuant to this Section 5.2(c). Each party shall reimburse the other for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 5.2(c). (d) No party shall be required by any provision of Section 5.2(a), (b) or (c), 5.12, 5.17 or 7.2 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations or result in any actual or reasonably expected breach of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyapplicable Law.

Access to Information. (a) Sellers agree thatSubject to Section 5.03(b), from the date of this Agreement until the earlier of the Executory Contract Designation Deadline Closing, upon reasonable notice and the termination of this Agreementduring normal business hours, and subject to Applicable Law, Seller shall and shall cause each Acquired Company to (i) give Purchaser shall be entitled, through and its Representatives or otherwise, to have reasonable access to the executive officers offices, properties, books and Representatives records of Sellers and the properties and other facilitiesAcquired Companies, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilitiesii) of Sellers and their Subsidiaries, including access furnish to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information relating to the Acquired Companies as Purchaser such Persons may from time to time reasonably request, subjectin the same form provided to Purchaser during its due diligence review, provided, that Seller need not provide financial and operating data any earlier than such information would otherwise be available in the ordinary course of business consistent with past practice, and (iii) instruct the Representatives of the Acquired Companies to cooperate with Purchaser in its investigation of the Acquired Companies. Any investigation pursuant to this Section 5.03(a) shall be conducted in such manner as not to be disruptive or interfere unreasonably with the conduct of the business of the Acquired Companies. Prior to the Closing, with the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, (A) Purchaser may contact any Suppliers to, or customers of, the Acquired Companies, and (B) Purchaser shall have the right to perform invasive or subsurface investigations of the properties or facilities of the Acquired Companies. All information provided to Purchaser and its Affiliates and Representatives pursuant to this Agreement shall be considered confidential. (b) Seller may (i) withhold from Purchaser any Contracts entered into after the date hereof and which Seller provides notice to Purchaser of the fact that such Contracts cannot be provided to Purchaser under Applicable Law, or (ii) prohibit any investigation or examination under Section 5.03(a), where, in each casethe case of clause (ii), Seller has determined, in its reasonable judgment and on the advice of outside legal counsel, that doing so would (A) violate Applicable Law, (B) breach a Contract or obligation of confidentiality owing to a third party, or (C) constitute a waiver of attorney-client privilege, it is agreed that Seller shall give notice to Purchaser of the confidentiality restrictions outlined fact that it is withholding such Contracts or information, and thereafter Seller and Purchaser shall, if permissible, reasonably cooperate (including by entering into a joint defense or similar agreement) to cause such information or documents to be provided in this Section 6.1a manner that would not reasonably be expected to waive the applicable privilege or protection or violate the applicable restriction. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior not have access to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect personnel records of the Transferred Real PropertyAcquired Companies relating to individual performance or evaluation records, medical histories or other information, the disclosure of which would result in the violation of Applicable Law.

Access to Information. The Acquiror shall afford Acquiree its accountants, counsel and other representatives (a) Sellers agree thatincluding the Acquiree Shareholders), until the earlier of the Executory Contract Designation Deadline and the termination of this Agreementreasonable access, Purchaser shall be entitled, through its Representatives or otherwiseduring normal business hours, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businessesproperties, books, Contracts, personnel, records and operations (including personnel of the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require Acquiror at any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, time prior to the ClosingClosing in order to enable Acquiree obtain all information concerning the business, to assets and properties, results of operations and personnel of the Chief Financial Officer of Parent or his designee, and following Acquiror as Acquiree may reasonably request. No information obtained in the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld foregoing investigation by Acquiree pursuant to this Section 6.1(a7.1 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Acquiror or the Acquiror Principal Shareholders to consummate the transactions contemplated hereby. The Acquiree shall afford Acquiror its accountants, counsel and other representatives (including the Acquiror Shareholders), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperatereasonable access, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the during normal business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each casehours, to the confidentiality restrictions outlined properties, books, records and personnel of the Acquiree at any time prior to the Closing in order to enable Acquiror obtain all information concerning the business, assets and properties, results of operations and personnel of the Acquiree as Acquiror may reasonably request. No information obtained in the foregoing investigation by Acquiror pursuant to this Section 6.1. Notwithstanding anything 7.1 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect obligations of the Transferred Real PropertyAcquiree or the Acquiree Principal Shareholders to consummate the transactions contemplated hereby.

Access to Information. (a) Sellers agree thatAfter Closing, until the earlier of the Executory Contract Designation Deadline Buyer will, and the termination of this Agreement, Purchaser shall be entitled, through will cause its Representatives or otherwiseto, afford to have Seller, including its Representatives, reasonable access to all books, records, files and documents related to the executive officers Business in order to permit Seller to prepare and Representatives of Sellers file its Tax Returns and to prepare for and participate in any investigation with respect thereto, to prepare for and participate in any other investigation and defend any Proceedings relating to or involving Seller, the Subsidiary or the Business for which Seller may be responsible, to discharge its obligations under this Agreement and the properties other Related Documents to which it is a party and for other facilitiesreasonable purposes and will afford Seller reasonable assistance in connection therewith. Buyer will cause such records to be maintained for not less than seven years from the Closing Date and will not dispose of such records without first offering in writing to deliver them to Seller; provided, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no in the event that Buyer transfers all or a portion of the Business to any third party during such investigation period, Buyer may transfer to such third party all or examination a portion of the books, records, files and documents related thereof, provided such third party transferee expressly assumes in writing the obligations of Buyer under this Section 6.2(b). In addition, on and after the Closing Date, at Seller’s request, Buyer shall be permitted make available to the extent that it wouldSeller and its Affiliates, in Sellers’ reasonable determinationemployees, require any Sellerrepresentatives and agents, any Subsidiary those employees of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent Buyer requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with any Proceeding, including to provide testimony, to be deposed, to act as witnesses and to assist counsel; provided, however, that (i) such investigation and examination, and each of Purchaser and its Representatives access to such employees shall use their reasonable best efforts to not materially unreasonably interfere with the business of Sellers and their Subsidiaries. Without limiting the generality normal conduct of the foregoing, subject operations of Buyer and (ii) Seller shall reimburse Buyer for the out-of-pocket costs reasonably incurred by Buyer in making such employees available to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertySeller.

Access to Information. (a) Sellers agree that, until prior to the earlier of the Executory Contract Designation Deadline and the termination of this AgreementClosing Date, Purchaser Buyer shall be entitled, through its Representatives or otherwiseofficers, employees and representatives (including legal advisors, Financing Sources, consultants, appraisers and accountants), to have make such investigation of the properties (including non-invasive environmental site assessments), businesses and operations of Sellers’ businesses (including any of the Properties) and such examination of the Books and Records of Sellers’ businesses, the Acquired Assets and the Assumed Liabilities as is reasonable access (and reasonably requested) and to make extracts and copies of such Books and Records. Any such investigation and examination shall be conducted in a reasonable manner (and shall not unreasonably interfere with the operations of Sellers), during regular business hours upon reasonable advance notice and under reasonable circumstances and shall be subject to any applicable restrictions under applicable Law. Sellers shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Sellers to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and Buyer’s representatives shall reasonably cooperate with Sellers and Sellers’ representatives and Buyer and Buyer’s representatives shall, at all times and at the discretion of Sellers, take all reasonable measures to minimize any disruption to Sellers’ business. Notwithstanding anything herein to the executive officers and Representatives of Sellers and the properties and other facilitiescontrary, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, would (x) require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Sellerprivilege, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, provided that Sellers will shall use reasonable best efforts to seek provide information in response to such an amendment investigation or appropriate waiver, examination in a form or necessary consents, as may be required manner that would not waive such attorney-client privilege (including by redacting or otherwise not disclosing any portion thereof the disclosure of which would jeopardize such privilege) or (y) conflict with any confidentiality obligations to avoid such conflict, which the Sellers or restructure the form any of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyare bound.

Access to Information. (a) Sellers agree thatAfter Closing, until the earlier of the Executory Contract Designation Deadline Buyer will, and the termination of this Agreement, Purchaser shall be entitled, through will cause its Representatives to, at no cost to Buyer or otherwiseits Representatives, afford to have Seller, including its Representatives, on reasonable notice and at reasonable times, reasonable access to all books, records, files and documents related to the executive officers Business in order to permit Seller to prepare and Representatives of Sellers file its Tax Returns and to prepare for and participate in any investigation with respect thereto, to prepare for and participate in any other investigation and defend any Proceedings relating to or involving Seller, the Subsidiary or the Business for which Seller may be responsible, to discharge its obligations under this Agreement and the properties other Related Documents to which it is a party and for other facilitiesreasonable purposes and will afford Seller reasonable assistance in connection therewith. Buyer will cause such records to be maintained for not less than seven (7) years from the Closing Date and will not dispose of such records without first offering in writing to deliver them to Seller; provided, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no in the event that Buyer transfers all or a portion of the Business to any third party during such investigation period, Buyer may transfer to such third party all or examination a portion of the books, records, files and documents related thereof, provided such third party transferee expressly assumes in writing the obligations of Buyer under this Section 6.2(a). In addition, on and after the Closing Date, at Seller’s request, Buyer shall make available to Seller and its Affiliates and Representatives, on reasonable notice and at reasonable times, those employees of Buyer reasonably requested by Seller in connection with any Proceeding, including to provide testimony, to be permitted deposed, to act as witnesses and to assist counsel; provided, however, that (i) such access to such employees shall not unreasonably interfere with the extent that it wouldnormal conduct of the operations of Buyer and (ii) Seller shall reimburse Buyer for the out-of-pocket costs reasonably incurred by Buyer in making such employees available to Seller. Without limiting the application of Section 6.1(d), in Sellers’ reasonable determination, require any Seller, any Subsidiary of any all documents or information furnished by Buyer or obtained by Seller or any of their respective its Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 hereunder shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a6.1(d), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. (a) Sellers agree that, until After the earlier of the Executory Contract Designation Deadline and the termination of this AgreementClosing, Purchaser shall be entitledprovide to the officers, through its Representatives or otherwiseemployees, to have agents and representatives of any Seller Indemnitees reasonable access to (i) the executive officers Books and Representatives of Sellers Records with respect to the Hotel, (ii) the Property, and (iii) the properties employees at the Hotel, for any purpose deemed reasonably necessary or advisable by Seller, including, without limitation, to prepare any documents required to be filed by any Starwood Entity under Applicable Law or to investigate, evaluate and defend any claim, charge, audit, litigation or other facilitiesproceeding made by any Person or insurance company involving any Starwood Entity; provided, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no (A) such investigation or examination Seller Indemnitees shall be permitted provide reasonable prior notice to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound Purchaser; (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may B) Purchaser shall not be required to avoid provide such conflict, or restructure the form of access, so as to permit the access requested)during non business hours; provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform (C) Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any accompany the officer, employees, agents or representatives of such accountant Seller Indemnitees in providing access to the Books and Records, the Property or the employees of Purchaser (or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information manager) as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined provided in this Section 6.18.8; and (D) Seller shall defend, indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Purchaser Indemnitees arising from any examinations, tests, investigations or studies of the Property conducted by the Seller Indemnitees, its employees, agents or representatives pursuant to this Section 8.8. Notwithstanding anything contained herein Purchaser, at its cost and expense, shall retain all Books and Records with respect to the contrary, Purchaser Hotel for a period of five (5) years after the Closing. This Section 8.8 shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of survive the Transferred Real PropertyClosing.

Access to Information. (a) Sellers agree that, until prior to the earlier of the Executory Contract Designation Deadline and the termination of this AgreementClosing Date, Purchaser shall be entitled, through its Representatives or otherwiseofficers, employees and representatives (including, without limitation, its legal advisors and accountants), to have reasonable access to make such investigation of the executive officers properties, businesses and Representatives operations of Sellers and such examination of the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) financial condition of Sellers as it reasonably requests and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no make extracts and copies of such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, books and following the Closing, to the Chief Restructuring Officer of Parent or his or her designeerecords. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include be conducted during regular business hours and under reasonable access circumstances, and Sellers shall cooperate fully therein. No investigation by Purchaser prior to Sellers’ executive officers (and employees or after the date of this Agreement shall diminish or obviate any of the representations, warranties, covenants or agreements of Sellers contained in this Agreement or the Seller Documents. In order that Purchaser may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may reasonably request of the affairs of Sellers, Sellers shall use their respective Subsidiaries identified by such executive commercially reasonable efforts to cause the officers), officesemployees, properties consultants, agents, accountants, attorneys and other facilitiesrepresentatives of Sellers to cooperate fully with such representatives in connection with such review and examination. Sellers shall promptly deliver to Purchaser such copies of all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed by Sellers in the Chapter 11 Case. Sellers shall promptly provide to Purchaser all documents and materials relating to the proposed sale of the Purchased Assets, or any portion thereof, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of otherwise cooperate with Purchaser, whether such meeting to the extent reasonably necessary in connection with Purchaser's preparation for or participation in any part of the Chapter 11 Case in which Purchaser's participation is in personnecessary, telephonic required or otherwise) and reasonably appropriate. Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish promptly deliver to Purchaser’s Representatives such additional financial and operating data Purchaser all pleadings, motions, notices, statements, schedules, applications, reports and other information papers filed in any other judicial or administrative proceeding as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. (a) Sellers agree thatPrior to the Closing, until the earlier of the Executory Contract Designation Deadline Seller shall, and the termination of this Agreementshall cause its Subsidiaries to, give Purchaser shall be entitledand its Representatives, through its Representatives or otherwiseupon reasonable advance notice and during regular business hours, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contractsrecords, personnel, records officers and operations facilities of the Business (except that Purchaser shall not conduct any environmental sampling or analysis (including the Purchased Assets sort customarily referred to as a Phase II Environmental Assessment) without the advance written consent of Seller, and Assumed Liabilities) of Sellers without executing a customary access and their Subsidiariesindemnity agreement in respect thereto); provided, including access to systems, data, databases for benefit plan administration; provided however, that no any such investigation or examination access shall be permitted conducted in a manner that complies with Section 6.03 and at Purchaser’s expense, at a reasonable time, under the reasonable supervision of Seller’s personnel and in such a manner as to maintain confidentiality and not to interfere with the normal operations of the businesses of Seller and its Subsidiaries. Notwithstanding anything contained in this or any other agreement between Purchaser and Seller executed on or prior to the date of the Original Agreement, neither Seller nor any of its Subsidiaries shall have any obligation to make available to Purchaser or its Representatives, or provide Purchaser or its Representatives with, (a) any consolidated, combined or unitary Tax Return filed by Seller or any of its Affiliates or predecessors, or any related material, except to the extent that it wouldany such Tax Return or related material relates solely to the Transferred Entities, the Business or the Transferred Assets or (b) any information if making such information available would (i) reasonably be likely to result in Sellers’ reasonable determination, require any Seller, any Subsidiary a waiver of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with other legal privilege, or (ii) contravene any applicable Law, fiduciary duty or binding agreement (including any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound its Affiliates is a party) (it being understood that Seller shall cooperate in which case, to the extent requested by Purchaser, Sellers will use any reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such and requests for access waivers that would enable otherwise required disclosure to the executive officers of Sellers shall be directedPurchaser to occur without so jeopardizing privilege or contravening such Law, prior to the Closing, to the Chief Financial Officer of Parent duty or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(aagreement), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. (a) Sellers agree that, From the date hereof until the earlier of the Executory Contract Designation Deadline and the Closing Date or termination of this AgreementAgreement in accordance with its terms, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateHoldCo shall, and shall cause their Subsidiaries its Representatives to, (i) afford Buyer Parties and each of their respective Representatives reasonable access, during regular business hours and upon reasonable advance notice, to cooperate, with Purchaser the Business and its Representatives in connection with such investigation and examinationany Assets or interests related thereto, and each of Purchaser and its Representatives shall use their reasonable best efforts (ii) furnish, or cause to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoingbe furnished, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers Buyer Parties and their respective Subsidiaries identified by such executive officers)Representatives (including, officeswithout limitation, properties and other facilities, and books, Contracts and records (including any document retention policies of SellersBuyer Parties’ lenders) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time that is available to time reasonably request, subjectthe Companies’ Representatives with respect to the Business, in each casecase of clauses (i) and (ii), as shall be reasonably requested by any Buyer Party or their respective Representatives for the purpose of consummating the transactions contemplated by this Agreement and preparing to operate the Business and own the Assets following the Closing. Buyer Parties agree that such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the Companies. (b) Notwithstanding the foregoing, (i) all requests for access pursuant to this Section 4.1 shall be made with at least twenty-four (24) hours’ prior written notice to ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇, who shall be solely responsible for coordinating all such requests and all access permitted hereunder, (ii) any investigation of the Real Property shall be limited to visual inspections and shall not include any intrusive investigation or collection of samples of soil, groundwater, indoor air, surface water, wastewater, building materials or any other environmental media without the Companies’ prior written approval; provided, that Buyer shall, at its sole cost and expense, promptly repair any damage to the Real Property or any other property owned by a Person other than Buyer arising from or caused by any such investigation, and shall restore the Real Property and such other third party property to substantially similar condition as existed prior to such investigation, and shall indemnify, defend and hold harmless the Company and its respective Affiliates from and against any personal injury or property damage claims, Liabilities, judgments or expenses (including reasonable attorneys’ fees) incurred by any of them arising or resulting therefrom (provided, however, such indemnification and agreement to defend and hold harmless shall not apply to (a) the mere discovery a pre-existing environmental or physical condition, (b) any existing violations of law or any negligence or willful misconduct of HoldCo, its Affiliates, agents or representatives or (c) any consequential, punitive or special damages), (iii) Buyer Parties and their respective Representatives shall not contact any of the Employees, customers or vendors of the Companies, whether in person or by telephone, mail or other means of communication, in connection with the Transaction, without the specific prior authorization of ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇ and (iv) in no event shall the Companies or their respective Representatives be obligated to provide (A) any access or information in violation of any Applicable Laws, (B) any information with respect to bids, the identity of any bidder, confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein or non-disclosure agreements, letters of intent, expressions of interest or other proposals received prior to the contrarydate hereof in connection with transactions comparable to those contemplated by this Agreement or any information or analysis relating to any such communications, Purchaser shall consult with Sellers (C) any information the disclosure of which would jeopardize any applicable privilege (including the attorney-client privilege) available to the Companies or their respective Affiliates relating to such information or (D) before the Closing, any information included in the Customer Database that contains sensitive information relating to the Companies’ or its Affiliates’ (including the Casino for periods prior to conducting any environmental investigations or examinations the Closing) pricing strategies, including data relating to the value of any naturebenefits, rewards, gifts, coupons, or other player reinvestment incentives provided or offered by the Companies’ or its Affiliates (including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertyCasino for periods prior to the Closing) to the customer.

Access to Information. (a) Sellers agree that, From the date of this Agreement until the earlier of the Executory Contract Designation Deadline Closing Date, upon reasonable prior notice, and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, except to have reasonable access ensure compliance with any applicable Laws and subject to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations any applicable privileges (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(aprivilege), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateshall, and shall cause their Subsidiaries respective Affiliates and each of their respective Representatives to cooperate, with Purchaser (i) afford the Representatives of the Buyer and its Representatives in connection with such investigation Affiliates reasonable access, during normal business hours, to the offices, properties, books and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality records of the foregoing, subject to Section 6.1(a), such investigation Business and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellersii) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s the Representatives of the Buyer such additional financial and operating data and other information regarding the Business as Purchaser the Buyer may from time to time reasonably requestrequest for the purpose of preparing to operate the Business following the Closing; provided, subjecthowever, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in each caseaccordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the confidentiality restrictions outlined in Buyer pursuant to this Section 6.15.02(a). Without limiting the foregoing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property affiliated with any Seller, any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any property associated or affiliated in any way with the Transferred Assets or the Business. Notwithstanding anything to the contrary contained herein herein, prior to the Closing, without the prior written consent of the Sellers, which may be withheld for any reason, neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any GE Entity or their Affiliates; provided, however that Buyer may contact employees of the Business with the written consent of GE (which consent may be provided by email) and in consultation with GE. (b) Notwithstanding anything in this Agreement to the contrary, Purchaser the Sellers shall consult with Sellers not be required, prior to conducting the Closing, to disclose, or cause the disclosure of, to the Buyer or its Affiliates or Representatives (or provide access to any environmental investigations offices, properties, books or examinations records of the Sellers or any of their Affiliates that could result in the disclosure to such persons or others of) any confidential information relating to trade secrets, proprietary know-how, processes, Software or patent, trademark, tradename, service ▇▇▇▇ or copyright applications or product development, or pricing and marketing plans, but only in any such case to the extent that such information would (x) be likely to result in the loss of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect attorney-client privilege of the Transferred Real PropertyGE Entities except to the extent that such privilege may be preserved by entering into a common interest or similar agreement for the purpose of preserving such privilege, or (y) contravene or violate any Law, (any such restricted information, the “Restricted Information”), nor shall the Sellers be required to permit or cause others to permit the Buyer or its Affiliates or Representatives to have access to or to copy or remove from the offices or properties of the Sellers or any of their Affiliates any documents, drawings or other materials that might reveal any such Restricted Information.

Access to Information. Subject to Applicable Law, Section 6.12, Section 6.19 and applicable contractual restrictions, upon reasonable notice, the Company shall (aand shall cause its Subsidiaries to) Sellers agree thatafford Parent’s officers, until directors and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the earlier of period prior to the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwiseEffective Time, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, its books, Contracts, personnel, facilities and records to the extent necessary for any reasonable transaction-related purpose, including, without limitation, integration planning and/or post-Closing transition planning and operations implementation; provided that such access pursuant to this Section 6.05 shall not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries. The foregoing shall not require the Company or its Subsidiaries to (including the Purchased Assets and Assumed Liabilitiesa) of Sellers and their Subsidiaries, including provide access to systemsor otherwise make available or furnish any books, dataContracts or records which would result in a material breach of a confidentiality, databases for benefit plan administration; provided howevernon-disclosure or other similar agreement in effect as of the date hereof, that no such investigation (b) provide access to or examination shall be permitted otherwise make available or furnish any information if and to the extent that it wouldthe provision of such information would in the good faith judgment of the Company based on advice of counsel jeopardize any attorney-client, in Sellers’ reasonable determinationwork product, require any Sellercommon interest privilege, any Subsidiary of any Seller allied litigant doctrine or any of their respective Representatives to disclose information subject to attorney-client other recognized privilege or in conflict with protection from disclosure or would reasonably be expected to cause a risk of a loss of privilege to the disclosing Person, (c) provide access to or otherwise make available or furnish any confidentiality agreement information relating to which any Seller, any Subsidiary the process conducted by the Company that led to the execution of any Seller or any of their respective Representatives are bound this Agreement (in which case, except to the extent requested expressly required by PurchaserSection 6.02), Sellers will use reasonable best efforts (d) provide information that would expose the Company or its Subsidiaries to seek an amendment risk of liability for disclosure of sensitive or appropriate waiverpersonal information, (e) provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the judgment of the Company based on advice of counsel violate any Company policies in any material respect or Applicable Law, or necessary consents(f) prepare any financial statements, as may be required to avoid such conflictprojections, reports, analyses, appraisals or restructure opinions that are not readily available or prepared by the form Company or its Subsidiaries in the ordinary course of accessbusiness (it being agreed that, so as to permit in the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers case of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(aclauses (a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 (d), the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective commercially reasonable efforts to cause such information to be subject provided in a manner that would not reasonably be expected to restrictions set forth in Section 6.24 violate such restriction, policy or Applicable Law or waive the applicable privilege or protection). Except as otherwise permitted above, Parent and under applicable Law. Sellers Merger Sub shall cooperatenot, and shall cause their Subsidiaries and each of their respective Representatives to cooperatenot to, with Purchaser and its Representatives contact any employee of the Company not involved in the negotiation of the transactions contemplated by this Agreement or any customer, technology or other partner, vendor or supplier of the Company in connection with such investigation and examinationthe Merger or any of the other transactions contemplated by this Agreement without the Company’s prior written consent, and each Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of Purchaser the Company (it being acknowledged and its Representatives shall use their reasonable best efforts to not materially interfere agreed that any such contacts with the foregoing parties or Persons in the ordinary course of business of Sellers and their Subsidiariesunrelated to the Company or the transactions contemplated by this Agreement shall be unrestricted). Without limiting All requests for information made pursuant to this Section 6.05 shall be directed to the generality of General Counsel or other Person designated by the foregoing, subject to Section 6.1(a), Company. All such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each caseshall, to the confidentiality restrictions outlined extent applicable, be deemed Proprietary Information (as defined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I Confidentiality Agreement) under and Phase II site assessments and any environmental sampling in respect be governed by the terms of the Transferred Real PropertyConfidentiality Agreement.

Access to Information. (a) Sellers agree thatPrior to the Closing, until the earlier of the Executory Contract Designation Deadline subject to applicable Law, Seller shall afford to Purchaser, its Affiliates, its and their Representatives and the termination Debt Financing Sources and their Representatives reasonable access, upon reasonable notice during normal business hours, consistent with applicable Law and in accordance with the reasonable procedures established by Seller, to the properties, books, records, Contracts and personnel of Seller and its Subsidiaries to the extent Primarily Related to the GES Business or otherwise related to Purchased Assets, Assumed Liabilities or Business Employees, in each case, solely for the limited purpose of, notwithstanding anything to the contrary set forth in the Confidentiality Agreement or this Agreement, Purchaser facilitating the consummation of the Transactions; provided that (i) neither Seller nor any of its Affiliates shall be entitled, through required to violate any obligation of confidentiality to which it or any of its Representatives or otherwiseAffiliates would be subject in discharging their obligations pursuant to this Section 5.4 (provided that, to the extent permitted by applicable Law, Seller shall promptly notify Purchaser thereof and use commercially reasonable efforts to seek alternative means to disclose as much of such information possible without violating or otherwise adversely affecting such confidentiality obligations) and (ii) such access may be limited to the extent Seller or its applicable Subsidiary reasonably determines, in light of any epidemic, pandemic (including COVID-19) or other health emergency or any Pandemic Measure, that such access would jeopardize the health and safety of any Representative of Seller or such Subsidiary (clauses (i) and (ii), the “Access Exceptions”). (b) Notwithstanding anything to the contrary set forth herein, ▇▇▇▇▇▇▇▇▇ agrees that any investigation undertaken pursuant to the access granted under, and any request for access pursuant to, Section 5.4(a) shall be conducted in such a manner so as not to unreasonably interfere with the operation of the GES Business, and none of Seller nor any Affiliate of Seller shall have reasonable any obligation under Section 5.4(a) with respect to any matter that would unreasonably interfere with the operation of the GES Business. Except as otherwise expressly required under this Agreement, none of Purchaser nor any of its Affiliates or Representatives shall communicate with any of the employees of the GES Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided that Purchaser and its Affiliates and Representatives may communicate with, whether written or oral, (i) with managerial personnel involved in and for the purpose of (x) the separation, transition and migration of the GES Business from the Retained Business and (y) preparations for the GES Business to receive Transition Services (as defined in the Transition Services Agreement) pursuant to the Transition Services Agreement, (ii) with managerial, finance or accounting personnel in connection with the Debt Financing or (iii) that are consistent with, and do not contain additional information not contained in, prior communications made to employees for which Seller provided its written consent, in each case of clauses (i) – (iii), to the extent such communications are not unreasonably disruptive to employees of Seller or its Affiliates (clauses (i)-(iii), collectively, the “Permitted Employee Communications”). Notwithstanding anything to the contrary in this Agreement, neither Seller nor any of its Affiliates shall be required to provide access to or disclose any (i) information, if doing so (A) would, in the executive officers reasonable and Representatives good faith judgment of Sellers and external counsel to Seller, violate any Law, Contract to which any of Seller, the properties and other facilitiesSeller Entities or their respective Affiliates are bound or fiduciary obligation, businesses, books, Contracts, personnel, records and operations (B) would result in a loss of the ability to successfully assert a claim of privilege (including the Purchased Assets attorney-client and Assumed Liabilitieswork product privileges) in the reasonable and good faith opinion of Sellers and their Subsidiariesexternal counsel to Seller or any of its Affiliates, including access as applicable, or (C) could result in the disclosure of any competitively sensitive information unrelated to systemsthe GES Business, dataprovided, databases for benefit plan administration; provided howeverin the event that Seller does not disclose any documents (or portion thereof) or information in reliance on the foregoing clauses (A), that no such investigation (B) or examination shall be permitted (C), Seller shall, to the extent permitted by applicable Law, provide reasonably prompt notice to Purchaser that it wouldis withholding such information and shall use its commercially reasonable efforts to communicate, to the extent feasible, the applicable information in Sellers’ reasonable determinationa way that would not violate such obligations, require waive privilege or disclose such competitively sensitive information, (ii) information relating to any auction, sale or divestiture process conducted by any of Seller, the other Seller Entities or their respective Affiliates for any Subsidiary of any Seller’s or the other Seller Entities’ or any of their respective Representatives to disclose Affiliates’ (or Representatives’) evaluation of the GES Business in connection therewith, including projections, financial or other information subject to attorney-client privilege relating thereto, including the actions of the board of directors (or in conflict with similar governing body) of any confidentiality agreement to which any of Seller, the other Seller Entities or their respective Affiliates (or any Subsidiary committee thereof) with respect to the foregoing and (iii) Tax Return that includes any of any Seller, the other Seller Entities or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment Affiliates or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such materialTax-related work papers. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. (a) Sellers agree that, until the earlier of the Executory Contract Designation Deadline Parent agrees to disclose and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access make available to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, Large Investors all books, Contractspapers and records (in any medium) relating to the assets, personnelproperties, records operations, obligations and operations liabilities of Parent (including including, for the Purchased Assets avoidance of doubt, the Parent Subsidiaries) as either Large Investor may reasonably request including, but not limited to, copies of all leases (with designation of any shareholders or principals of Parent or USCB that have an interest in the landlord) and Assumed Liabilities) of Sellers abstracts thereof, budgets, financial statements, delinquency reports, CAM and their Subsidiariesreal estate tax ▇▇▇▇▇▇▇▇, including access to systemssurveys, dataenvironmental reports, databases for benefit plan administrationtitle policies, environmental inspections, tenant sales reports, guarantor tax returns and personal financial statements, development plans and entitlements and building plans; provided howeverprovided, that no such investigation or examination nothing in this Side Letter Agreement shall require the furnishing of any information which by applicable Law may not be permitted made available to the extent that it wouldLarge Investors, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any information which would place at risk the ability of their respective Representatives Parent or its attorneys to disclose information subject to claim attorney-client privilege or in conflict work product privilege with respect to any confidentiality agreement third parties (it being understood and agreed that the foregoing shall not limit disclosure of such information to which any Sellera Board Representative of a Large Investor, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, unless the same considerations would apply to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment Board Representative in his or appropriate waiver, or necessary consents, her capacity as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requestedsuch); provided provided, further, that notwithstanding the notice provisions parties shall make reasonable substitute disclosure arrangements in the circumstances in which the foregoing restrictions apply, including redacting applicable portions of information. Upon reasonable notice, Parent shall make the information described above in this Section 9.2 hereof3(a) available to the Large Investors both during and after regular business hours. Notwithstanding anything in this Side Letter Agreement to the contrary, all such requests for the Large Investors shall not have and agree not to seek access to any information or materials regarding the executive officers of Sellers shall be directed, prior bids leading to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld Investment Agreement and the reason for withholding transactions contemplated by the Investment Agreement and the Offering, or to any bid or offer between January 1, 2014 and the date of the consummation of the transactions contemplated by the Investment Agreement and the Offering to invest in USCB, regardless of the medium or format of such materialinformation and regardless by whom it is prepared. (b) Any investigation Each of the parties agrees that it shall, and examination contemplated shall advise its respective Affiliates and each of its respective officers, directors, employees, financial advisors, consultants and agents to, hold in strict confidence and not disclose, and not to use for any purpose other than the Large Investors’ investment in Parent Common Stock, any material information about each other, or any information relating to any past, current, or prospective customer or transaction with any Person (collectively, the “Subject Information”), whether written or oral, that the one party, its respective Affiliates and officers, directors, employees, financial advisors, consultants and agents receives from the other party or is made privy to, and which is not publicly available, including the terms of this Side Letter Agreement, except as may be required by Law or by any Governmental Authority; provided, that each party hereto shall be permitted to disclose Subject Information to the extent necessary for the enforcement of any right of such party arising under this Side Letter Agreement. Notwithstanding the foregoing, to the extent necessary to carry out the Large Investors’ investment in Parent Common Stock, each party may disclose Subject Information concerning the other party to its attorneys, accountants, financial advisors and other consultants, so long as such recipients agree or are required by rules governing their profession to keep such Subject Information confidential on the terms set forth herein, and Parent and USCB may disclose the terms of this Side Letter Agreement to their shareholders in seeking their vote in favor of the Reorganization. The term “Subject Information” does not include any information that (i) at the time of disclosure or thereafter is generally available to the public, (ii) is obtained on a non-confidential basis from a source other than the party to which it relates, or (iii) is independently acquired or developed without violating any obligation under this Side Letter Agreement. The provisions of this Section 6.1 3(b) shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperatesurvive the termination of this Side Letter Agreement. (c) Each of the parties shall, and shall cause their Subsidiaries its respective advisors and each of their respective Representatives to cooperaterepresentatives to, with Purchaser and conduct its Representatives activities under this Section 3 in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to a manner that they will not materially unreasonably interfere with the business of Sellers and their Subsidiaries. Without limiting the generality normal operations, customers or employee relations of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers other parties and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. Target shall afford to Buyer, HR and their respective accountants, counsel, financial advisors and other representatives (athe "Buyer Representatives") Sellers agree thatand Buyer and HR shall afford to Target and its accountants, until counsel, financial advisors and other representatives (the earlier "Target Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businessesproperties, books, Contractscontracts, personnel, commitments and records and operations (including the Purchased Assets and Assumed LiabilitiesTax returns) of Sellers Buyer, HR, and Target, as appropriate, and, during such period, each shall furnish promptly to the others (i) a copy of each report, schedule and other document filed or received pursuant to the requirements of federal or state securities laws or filed with the SEC in connection with the transactions contemplated by this Plan of Merger or which may have a material effect on Buyer's, HR's or Target's business, properties or financial condition, as appropriate, and (ii) such other information concerning their Subsidiariesrespective businesses, including access to systems, data, databases for benefit plan administrationproperties and financial condition as shall be reasonably requested; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller 6.1 shall inform Purchaser in writing as affect any representation or warranty made herein or the conditions to the general nature obligations of what is being withheld the respective parties hereto to consummate the Merger. All non-public documents and information furnished to Buyer, HR, or Target, as the reason for withholding such material. (b) Any investigation and examination case may be, in connection with the transactions contemplated by this Section 6.1 Plan of Merger shall be deemed to have been received pursuant to and shall be subject to restrictions set forth in Section 6.24 the provisions of the Confidentiality Agreement between HR and under applicable Law. Sellers shall cooperateTarget (the "Confidentiality Agreement"), except that Buyer, HR and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives Target may disclose such information as may be necessary in connection with such investigation seeking Target Required Statutory Approvals, Buyer Required Statutory Approvals, or the approval of stockholders of Buyer, HR, or Target. Buyer and examinationHR shall promptly advise Target, and each of Purchaser Target shall promptly advise Buyer and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subjectHR, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations writing of any naturechange or the occurrence of any event after the date of this Plan of Merger having, including Phase I and Phase II site assessments and or which, insofar as can reasonably be foreseen, in the future may have, any environmental sampling in respect of the Transferred Real Propertymaterial adverse effect on Buyer, HR, or Target.

Access to Information. (a) Sellers agree thatSubject to applicable Law, until during the period commencing on the date hereof and prior to the earlier of the Executory Contract Designation Deadline and Closing or the termination of this Agreement, Purchaser the Share Seller shall be entitledafford the Buyers and their accountants, through its Representatives or otherwise, to have counsel and other representatives reasonable access during normal business hours and upon reasonable advance notice to (a) all of the executive officers and Representatives of Sellers and the properties and other facilities, businessesproperties, books, Contracts, personnelcommitments and records of the Group Companies, records including all Company Intellectual Property, and operations (including b) all other information concerning the Purchased Assets business, properties and Assumed Liabilitiespersonnel (subject to restrictions imposed by applicable Law) of Sellers and their Subsidiariesthe Group Companies in each case as the Buyers may reasonably request from time to time; provided, including access to systems, data, databases for benefit plan administration; provided however, that no (i) such investigation access does not unreasonably interfere with the normal operation of the Group Companies, (ii) such access shall occur in such a manner as the Share Seller reasonably determines to be appropriate to protection the confidentiality of the transactions contemplated hereby, (iii) nothing herein shall require the Share Seller or examination shall be permitted the Group Companies to provide access to, or to disclose any information to, the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller Buyers or any of their respective Representatives accountants, counsel and other representatives if such access or disclosure would (A) jeopardize any applicable legal privilege, or (B) be in violation of applicable Laws (including any COVID-19 Measure) or any Contract. Subject to disclose information subject applicable Law, the Share Seller shall provide to attorney-client privilege or in conflict with the Buyers and their accountants, counsel and other representatives copies of internal financial statements (including Tax Returns and supporting documentation) of the Group Companies upon reasonable request; provided, however, that the Share Seller does not make any confidentiality agreement representations and warranties as to which any Seller, any Subsidiary the accuracy of any Seller information provided under this Section 6.3, and no information discovered through the access afforded by this Section 6.3 shall (x) limit, expand or otherwise affect any of their respective Representatives are bound (in which case, remedies available to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiverparty receiving such access, or necessary consents(y) be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, as may be required to avoid such conflict, breach of warranty or restructure the form breach of access, so as to permit the access requested); covenant. The information provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a)6.3 will be governed by all the terms and conditions of the Confidentiality Agreement. Subject to applicable Law, Seller shall inform Purchaser in writing as during the period commencing on the date hereof and prior to the general nature earlier of what the Closing or the termination of this Agreement, without the Share Seller’s prior written consent, the Buyers shall not, and shall cause their Affiliates not to, contact any Employees, officers, directors, managers, consultants or independent contractors of any Group Company or any customers, vendors, suppliers, agents, brokers, partners, lenders, landlords, lessors or other third parties having business relationships with any of the Group Companies, other than in the ordinary course of the Buyers’ and their Affiliates’ businesses consistent with past practice, so long as any such contact does not relate to this Agreement or the transactions contemplated hereby, and is being withheld and otherwise conducted in compliance with the reason for withholding such materialterms of the Confidentiality Agreement. (b) Any investigation From and examination contemplated by this Section 6.1 after the Closing Date, the Buyers shall preserve and keep, or cause to be preserved and kept, the books and records that relate to the business of the Group Companies prior to the Closing for a period of seven (7) years after the Closing Date, and subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, upon the Share Seller’s reasonable written request and during normal business hours, shall, and shall cause their Subsidiaries and each of their respective Representatives to cooperateits Affiliates to, with Purchaser give the Share Seller and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include representatives reasonable access to Sellerssuch books and records relating to the businesses of the Group Companies prior to the Closing (including, without limitation, the ability to make copies thereof) and instruct such representatives to cooperate with such Person requesting access to such books and records. Following the seventh (7th) anniversary of the Closing Date, the Buyers or the Group Companies shall give the Share Seller thirty (30) days’ executive officers (and employees prior written notice of Sellers and their respective Subsidiaries identified by such executive officers)an intent to destroy the books, offices, properties and other facilitiesrecords or documents thereof prior to destroying them, and if Share Seller provides a written request therefor prior to the expiration of the applicable thirty (30) day period, Buyer shall deliver to the Share Seller such books, Contracts records or documents. The Share Seller shall hold, and records (including any document retention policies of Sellers) and access use its commercially reasonable efforts to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right cause its representatives to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subjecthold, in each caseconfidence, unless compelled to the confidentiality restrictions outlined in disclose by judicial or administrative process or by other requirements of applicable Law, all confidential documents and information concerning any Group Companies provided to it pursuant to this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property6.3(b).

Access to Information. (a) Sellers agree thatTo the extent within the control of Principal Seller, until Principal Seller shall, and shall cause the earlier of the Executory Contract Designation Deadline Acquired Subsidiaries and the termination of this AgreementAssets Sellers to, afford to Purchaser shall be entitledand its accountants, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties counsel and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ representatives reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit upon reasonable notice during normal business hours during the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, period prior to the Closing, to all the Chief Financial Officer of Parent or his designeepersonnel properties, books, Contracts, commitments, Tax Returns, Environmental Reports, and following records of the Acquired Business (other than Income Tax returns relating to the Acquired Assets), and, during such period and to the extent within the control of Principal Seller, shall furnish promptly to Purchaser any readily available information concerning the Acquired Business as Purchaser may reasonably request; provided, however, that (i) such access does not unreasonably disrupt the normal operations of the Acquired Business and (ii) Principal Seller shall not be obligated to afford to Purchaser or any of its accountants, counsel and other representatives any access to any Contract or information the disclosure of which (A) is restricted by confidentiality obligations or applicable Law or (B) would jeopardize the legal privilege accorded to such Contract or information. Prior to the Closing, Principal Seller and Purchaser shall cooperate to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant develop a plan for Purchaser's and Principal Seller's employees and representatives to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, meet with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality customers of the foregoingAcquired Business to discuss the Acquired Business; provided, subject to Section 6.1(a)however, such investigation and examination that Purchaser shall include reasonable access to Sellers’ executive officers (and employees give Principal Seller written notice in advance of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between Purchaser, any of its affiliates or any of their officers, directors, employees or representatives, on the one hand, and any customer of the Acquired Business, on the other hand, to discuss matters relating to the Acquired Business and will not permit any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyoccur without Principal Seller's consent.

Access to Information. The Company shall afford Parent and its accountants, counsel and other representatives, reasonable access during the period from the date hereof through the Effective Time to: (ai) Sellers agree that, until the earlier all of the Executory Contract Designation Deadline and properties (including for the termination performance of this Agreement, Purchaser shall be entitled, through its Representatives environmental tests or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businessesinvestigations as Parent may desire), books, Contractscontracts, personnelcommitments, correspondence and records and operations of the Company or any of its Subsidiaries (in each case, whether in physical or electronic form), including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, all Company Intellectual Property (including access to systemsdesign processes and methodologies and all source code, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted each individual reviewing source code will enter into a nondisclosure agreement with the Company in a form reasonably acceptable to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary Company); (ii) all other information concerning the business and personnel (subject to restrictions imposed by applicable Law) of any Seller the Company or any of their respective Representatives to disclose information its Subsidiaries as Parent may reasonably request, including a copy of each report, schedule and other document filed by it with the Canadian Securities Regulators under applicable Canadian Securities Laws and a copy of any communication (including “comment letters”) received by the Company (or any Subsidiaries) from the Canadian Securities Regulators concerning compliance with applicable Canadian Securities Laws; (iii) all Employees (subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary restrictions imposed by applicable law) of any Seller the Company or any of their respective Representatives are bound its Subsidiaries as identified by Parent; and (iv) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request. The Company agrees to provide to Parent and its accountants, counsel and other representatives copies of internal financial statements (including Tax Returns and supporting documentation) promptly upon request. Parent will provide the Company with copies of such publicly available information about Parent as the Company or any of its Subsidiaries may reasonably request. No information or knowledge obtained in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld investigation pursuant to this Section 6.1(a), Seller 6.1 or otherwise shall inform Purchaser in writing as affect or be deemed to modify any representation or warranty contained herein or the conditions to the general nature obligations of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject parties to restrictions set forth consummate the Arrangement in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere accordance with the business of Sellers terms and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyprovisions hereof.

Access to Information. (a) Sellers agree that, until Subject to applicable Law and Buyer’s compliance with the earlier of the Executory Contract Designation Deadline and the termination of this Confidentiality Agreement, Purchaser Seller shall be entitled, through permit Buyer and its Representatives or otherwise, representatives to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers the Business, during regular business hours and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ upon reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which caseadvance written notice, to the extent requested by PurchaserBuyer shall reasonably deem necessary or desirable; provided, Sellers will use reasonable best efforts to seek an amendment or appropriate waiverhowever, or necessary consents, as may that Seller shall not be required to avoid such conflict, or restructure the form violate any obligation of access, so as confidentiality to permit the access requested); provided further, that notwithstanding the notice provisions a third party to which Seller is subject in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld discharging its obligations pursuant to this Section 6.1(a)5.1 (provided that Seller uses commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure) nor shall the foregoing require Seller to permit any inspection, Seller shall inform Purchaser or to disclose any information, that reasonably could be expected to result in writing as to the general nature disclosure of what is being withheld and the reason for withholding any trade secrets. Buyer agrees that such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject conducted in such a manner as not to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially unreasonably interfere with the business operations of Sellers Seller, and their Subsidiaries. Without limiting the generality Buyer and its representatives shall not initiate contact with any of the foregoingBusiness Employees, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees without the prior written consent of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilitiesan Authorized Representative of Seller, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or communications permitted by Seller shall be made in the presence of an Authorized Representative of PurchaserSeller; provided, whether such meeting is in person, telephonic or otherwise) that Seller hereby consents to Buyer and Sellers its representatives speaking with the Integration Committee representatives and each of their respective Subsidiaries the other Business Employees set forth on Schedule 5.1. Seller shall permit Buyer and their Representatives shall prepare and furnish its representatives to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including conduct a Phase I and environmental site assessment of the Subleased Property; however, Buyer shall not be authorized to conduct any Phase II site assessments and investigation or any sampling or testing of environmental sampling in respect of the Transferred Real Propertymedia or building materials.

Access to Information. (a) Sellers agree thatSubject to Section 5.4 and Law, until prior to the earlier of the Executory Contract Designation Deadline and the Closing Date or termination of this AgreementAgreement pursuant to Article VII, Purchaser upon reasonable prior notice, Seller shall be entitledcause its officers, managers, directors, employees, auditors and other agents to afford the officers, managers, directors, employees, auditors, advisors and other agents (collectively, “Representatives”) of Buyer reasonable access during normal business hours to the Representatives, properties, offices and other facilities of Seller and its Affiliates (in respect of the Business), and its and its Affiliates’ respective books and records (solely to the extent in respect of the Business), and shall furnish Buyer with such existing financial, operating and other data and information solely to the extent related to the Business, as Buyer, through its Representatives, may reasonably request (in each case, other than any Form I-9 and any Personnel File of any Business Employee). In exercising its rights hereunder, Buyer shall, and shall cause its Representatives to, conduct itself and themselves so as not to interfere in the conduct of the Business or otherwise, to have reasonable access the other businesses of Seller or its Affiliates prior to the executive officers Closing. Buyer acknowledges and agrees that any contact by Buyer, its Affiliates and/or their Representatives with Representatives of Sellers Seller or its Affiliates hereunder shall be arranged and supervised by Representatives of Seller, unless Seller otherwise expressly consents in writing with respect to any specific contact. Notwithstanding anything to the properties and other facilitiescontrary set forth in this Agreement, businessesneither Seller nor any of its Affiliates shall be required to disclose to Buyer, booksits Affiliates or any Representative thereof any (i) information, Contractsif doing so (A) in Seller’s good faith determination, personnelwould reasonably be expected to violate any Law or obligation of confidentiality owed by Seller or its Affiliates to a Third Party, records and operations or any fiduciary obligation, (B) could reasonably be expected to result in a loss of the ability to successfully assert a claim of privilege (including the Purchased Assets attorney-client and Assumed Liabilitieswork product privileges) in the good faith opinion of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or its Affiliates, as applicable, (C) would result in conflict with any confidentiality agreement to which any Seller, any Subsidiary the disclosure of any competitively sensitive information unrelated to the Business of Seller or any of their respective Representatives are bound its Affiliates or (D) would result in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form disclosure of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions information set forth in Section 6.24 and under applicable 2.2(s) of the Seller Disclosure Letter; provided that Seller shall use commercially reasonable efforts to obtain waivers or make other arrangements (including redacting information or making substitute disclosure arrangements) that would enable disclosure to Buyer or its Representatives to occur without contravening such Law. Sellers shall cooperate, obligation of confidentiality, or fiduciary obligation, disclosing such competitively sensitive information unrelated to the Business, or jeopardizing such privilege, and shall cause their Subsidiaries and each (ii) Tax Return that includes Seller or any of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including Affiliates or any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertyTax-related work papers.

Access to Information. (a) Sellers agree thatSubject to sections 4.7(b) and (c) and applicable Laws, upon reasonable notice, MB shall (and shall cause each of its subsidiaries to) afford Weyerhaeuser's officers, employees, counsel, accountants and other authorized representatives and advisors ("Representatives") access, during normal business hours from the date hereof and until the earlier of the Executory Contract Designation Deadline and Effective Date or the termination of this Agreement, Purchaser shall be entitled, through to its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businessesproperties, books, Contracts, contracts and records as well as to its management personnel, records and, during such period, MB shall (and operations (including shall cause each of its subsidiaries to) furnish promptly to Weyerhaeuser all information concerning MB's business, properties and personnel as Weyerhaeuser may reasonably request. Nothing in the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination foregoing shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives MB to disclose information subject to attorney-client privilege or in conflict with any a written confidentiality agreement with third parties or customer-specific or competitively sensitive information relating to which any Sellerareas or projects where Weyerhaeuser is in direct competition with MB. Subject to sections 4.7(b) and (c) and applicable laws, any Subsidiary upon reasonable notice, Weyerhaeuser shall afford MB's Representatives access, upon reasonable notice and during normal business hours from the date hereof and until the earlier of any Seller the Effective Date or any the termination of their respective Representatives are bound (in which casethis Agreement, to the extent requested by Purchasersuch of Weyerhaeuser's management personnel as Weyerhaeuser may determine, Sellers will use reasonable best efforts acting reasonably, and, during such period, Weyerhaeuser shall furnish promptly to seek an amendment or appropriate waiverMB all information respecting material changes in Weyerhaeuser's business, or necessary consents, properties and personnel as MB may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such materialreasonably request. (b) Any investigation In accordance with the Confidentiality Agreement, each of Weyerhaeuser and examination MB acknowledges that certain information provided to it under section 4.7(a) above will be non-public and/or proprietary in nature (the "Information"). Except as permitted below, each of Weyerhaeuser and MB will keep Information confidential and will not, without the prior written consent of the other, disclose it, in any manner whatsoever, in whole or in part, to any other Person, and will not use it for any purpose other than to evaluate the transactions contemplated by this Section 6.1 Agreement. Each of Weyerhaeuser and MB will make all reasonable, necessary and appropriate efforts to safeguard the Information from disclosure to anyone other than as permitted hereby and to control the copies, extracts or reproductions made of the Information. The Information may be provided to the Representatives of each of Weyerhaeuser and MB who require access to the same to assist it in proceeding in good faith with the transactions contemplated by this Agreement and whose assistance is required for such purposes, provided that it has first informed such Representatives to whom Information is provided that the Representative has the same obligations, including as to confidentiality, restricted use and otherwise, that it has with respect to such Information. This provision shall not apply to such portions of the Information that: (i) are or become generally available to the public otherwise than as a result of disclosure by a party or its Representatives; or (ii) become available to a party on a non-confidential basis from a source other than, directly or indirectly, the other party or its Representatives, provided that such source is not to the knowledge of the first party, upon reasonable inquiry, prohibited from transmitting the Information by a contractual, legal or fiduciary obligation; (iii) were known to a party or were in its possession on a non-confidential basis prior to being disclosed to it by the other party or by someone on its behalf; or (iv) are required by applicable Laws or court order to be disclosed. The provisions of this section 4.7(b) shall survive the termination of this Agreement. (c) The parties acknowledge that certain Information may be competitively sensitive and that disclosure thereof shall be subject limited to restrictions set forth that which is reasonably necessary for the purpose of (i) preparing submissions or applications in Section 6.24 order to obtain the Appropriate Regulatory Approvals, (ii) preparing the Circular, (iii) avoiding conflicts and under applicable Law. Sellers shall cooperate, (iv) integrating the operations of Weyerhaeuser and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertyMB.

Access to Information. (a) Sellers agree that, From the date of this Agreement until the earlier of Effective Time, the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateCompany shall, and shall cause their the Subsidiaries and each of their respective Representatives to cooperateto, with (i) give Purchaser and its Representatives in connection with such investigation lenders and examinationauthorized representatives full access to all books, records, personnel, offices and each other facilities and properties of the Company and the Subsidiaries and their accountants and accountants' work papers, (ii) permit Purchaser and its Representatives shall use their reasonable best efforts authorized representatives and lenders to not materially interfere make such copies and inspections thereof as Purchaser may reasonably request and (iii) furnish Purchaser and its authorized representatives and lenders with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information with respect to the business and properties of the Company and the Subsidiaries as Purchaser and its authorized representatives and lenders may from time to time reasonably request, subject, in each case, ; provided that the lenders shall subject to the confidentiality restrictions outlined exceptions contained in Section 6.5(b) below have agreed in writing to be bound by the terms contained in the Confidentiality Agreement; and provided, further, that no investigation or information furnished pursuant to this Section 6.1. Notwithstanding anything contained 6.5 shall affect any representation or warranty made herein by the Company or the conditions to the contraryobligations of Purchaser to consummate the transactions contemplated by this Agreement. The Company agrees to use its reasonable best efforts to cause its and the Subsidiaries' officers, employees, consultants, agents, accountants and attorneys to cooperate with Purchaser shall consult and its lenders and authorized representatives in connection with Sellers prior to conducting any environmental investigations or examinations such review of the Company and the Financing, including the preparation by Purchaser and its financing sources of any nature, including Phase I offering memorandum or other documents related to such Financing. (b) All confidential information obtained by or provided to Purchaser and Phase II site assessments its authorized representatives and any environmental sampling in respect lenders pursuant to this Section 6.5 or otherwise shall be subject to the terms and conditions of the Transferred Real PropertyConfidentiality Agreement, other than such information which would customarily be (i) contained in any offering memorandum prepared in connection with the registration, offering, placement, or syndication of financing, (ii) disclosed in the process of marketing the financing or (iii) contained in any filing with the SEC, the New York Stock Exchange ("NYSE") or any other national securities exchange.

Access to Information. (a) Sellers agree that, From the date hereof until the earlier Closing, Seller shall (a) afford Buyers and their Representatives full and free access to and the right to inspect all of the Executory Contract Designation Deadline Purchased Assets, and the termination of this Agreementany Books and Records, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access Contracts and other documents and data related to the executive officers Purchased Assets; (b) furnish Buyers and their Representatives of Sellers and the properties with such financial, operating and other facilities, businesses, books, Contracts, personnel, records data and operations (including information related to the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller as Buyers or any of their respective Representatives may reasonably request; and (c) instruct the Representatives of Seller to disclose information subject to attorney-client privilege or cooperate with Buyers in conflict with any confidentiality agreement to which any Seller, any Subsidiary their investigation of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designeePurchased Assets. If any material is withheld Any investigation pursuant to this Section 6.1(a)6.02(a) shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of research and development effort associated with the Purchased Assets or any other businesses of Seller. No investigation by Buyers or other information received by Buyers shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such materialthis Agreement. (b) Any investigation and examination contemplated by this Section 6.1 From the date hereof until the Closing, Buyers shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser (a) afford Seller and its Representatives in connection with such investigation full and examinationfree access to and the right to inspect all of the properties, assets (including, but not limited to the Buyer Intellectual Property), premises, Books and each of Purchaser Records, Contracts and other documents and data related to the Buyers’ business; (b) furnish Seller and its Representatives with such financial, operating and other data and information related to the Buyers’ business as Seller or any of its Representatives may reasonably request; and (c) instruct the Representatives of Buyers to cooperate with Seller in its investigation of the Buyers’ business. Any investigation pursuant to this Section 6.02(b) shall use their reasonable best efforts be conducted in such manner as not to not materially interfere unreasonably with the business of Sellers and their Subsidiaries. Without limiting the generality conduct of the foregoing, subject to Section 6.1(a), such Buyers’ business. No investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser Seller or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information received by Seller shall operate as Purchaser may from time to time reasonably requesta waiver or otherwise affect any representation, subject, in each case, to the confidentiality restrictions outlined warranty or agreement given or made by Buyers in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertyAgreement.

Access to Information. (a) Sellers agree that, until the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. (a) Sellers agree thatDuring the Pre-Closing Period, until Seller will (and will cause its Subsidiaries to) provide Buyer with reasonable access to (i) the earlier of the Executory Contract Designation Deadline Transferred Facilities and the termination Licensed Real Property (other than portions thereof that are access-restricted in accordance with Seller’s information security program or procedures and not exclusively related to the Business; provided that the Parties shall cooperate in good faith and use reasonable efforts to facilitate access in a way that permits Buyer to access such area without unduly exposing any of Seller’s proprietary or confidential operations) and (ii) subject to Section 4.8 and applicable Privacy Requirements (for which Seller will use commercially reasonable efforts to seek all necessary consents), (A) the Business Records and (B) to the extent reasonably necessary to implement the obligations of Seller under Article 6 of this Agreement, Purchaser shall be entitledsenior management, through its Representatives or otherwiseEmployees, to have reasonable access to and Contractors of the executive officers and Representatives of Sellers Transferred Companies and the properties Business, and other facilities, businesses, books, Contracts, personnel, records will (and operations (including the Purchased Assets and Assumed Liabilitieswill cause its Subsidiaries to) of Sellers and their Subsidiaries, including access use commercially reasonable efforts to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted furnish promptly to Buyer all information to the extent that it wouldrelated to the Transferred Companies, in Sellers’ reasonable determinationthe Employees, require any Sellerthe Contractors, the Transferred Assets, the Assumed Liabilities and the Business (including its properties and personnel) as Buyer may reasonably request, including, subject to applicable Privacy Requirements (for which Seller will seek all necessary consents), any Subsidiary information or data reasonably necessary to prepare for and implement the separation of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such materialBusiness. (b) Any All access and investigation pursuant to Section 4.2(a) will be (i) conducted during normal business hours upon reasonable advance notice to Seller, (ii) conducted in such a manner as not to interfere unreasonably with the normal operations of the Business or any other business of Seller and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateits Subsidiaries, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the (iii) coordinated through Seller’s business of Sellers and their Subsidiariesdevelopment organization or a designee thereof. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall Seller will have the right to be have one or more of its Representatives present at all times during any meeting between any such accountant visits, discussions or contacts contemplated by Section 4.2(a). (c) Notwithstanding anything to the contrary in this Agreement, during the Pre-Closing Period, (i) Buyer will not, and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) will cause its Affiliates and Sellers its and each of their respective Subsidiaries Representatives not to, contact or communicate with any vendor, supplier, landlord, customer, potential customer, employee (other than to the extent permitted in Section 4.2(a)), distributor or licensor of the Business or any Transferred Company, or any other Person having a business relationship with the Business or any Transferred Company, regarding the business, operations, or prospects of the Business or any Transferred Company or this Agreement or the transactions contemplated hereby without the prior consent of Seller (not to be unreasonably withheld, conditioned or delayed); provided that (A) Seller shall, if requested by ▇▇▇▇▇, introduce Buyer to such Persons for the purpose of facilitating the post-Closing integration of the Business into the businesses of Buyer, at times and subject to appropriate ground rules as agreed by the Parties and their Representatives outside counsel, (B) the foregoing shall prepare not restrict communications with such Persons with whom ▇▇▇▇▇ has an independent business relationship, and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, (C) the foregoing restrictions shall not apply to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.contacts

Access to Information. (a) Sellers agree that, until In order to facilitate the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary resolution of any Seller third-party claims made by or any against or incurred by or indemnified by UBIBV prior to or after the Closing, upon reasonable notice, Buyer and Communications shall, after the Closing: (i) afford the officers, employees and authorized agents and representatives of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any SellerUBIBV reasonable access, any Subsidiary of any Seller or any of their respective Representatives are bound (in which caseduring normal business hours, to the extent requested by Purchaseroffices, Sellers will use reasonable best efforts to seek an amendment or appropriate waiverproperties, or necessary consentsbooks and records of Buyer, as may be required to avoid such conflict, or restructure Communications and the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access Vermont Entities with respect to the executive officers of Sellers shall be directed, Business for the period prior to the Closing, ; (ii) furnish to the Chief Financial Officer officers, employees and authorized agents and representatives of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives UBIBV such additional financial and operating data and other information regarding the Business for the period prior to the Closing as Purchaser Buyer, Communications or any Vermont Entity has in its possession and UBIBV may from time to time reasonably request; and (iii) make available to UBIBV, subjectthe employees of Buyer, Communications and the Vermont Entities whose assistance, testimony or presence is necessary to assist UBIBV in each caseevaluating any such claims and in defending such claims, including the presence of such persons as witnesses in hearings on trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the businesses or operations of Buyer, Communications or any of their Affiliates; and provided, however, that Buyer and Communications shall not be obligated to disclose any information which they or any of their Affiliates holds under a legally binding obligation of confidentiality or which is protected by any privilege. (b) In order to facilitate the resolution of any third-party claims made by or against or incurred by Buyer or Communications after the Closing, upon reasonable notice, UBIBV, VCG and, with respect to Taxes, Unicorn shall, after the Closing: (i) afford the officers, employees and authorized agents and representatives of Buyer and Communications reasonable access, during normal business hours, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein offices, properties, books and records of UBIBV and VCG (and, as regards Taxes, of Unicorn) with respect to the contrary, Purchaser shall consult with Sellers Business and the Assets for the period prior to conducting any environmental investigations or examinations the Closing; (ii) furnish to the officers, employees and authorized agents and representatives of Buyer 21 39 and Communications such additional financial and other information regarding the Business and the Assets for the period prior to the Closing as Buyer and Communications may from time to time reasonably request; and (iii) make available to Buyer and Communications, the employees of UBIBV and VCG (and, as regards Taxes of any natureVermont Entity, of Unicorn) whose assistance, testimony or presence is necessary to assist Buyer and Communications in evaluating any such claims and in defending such claims, including Phase I the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the businesses or operations of UBIBV, VCG, Unicorn or any of their Affiliates; and Phase II site assessments and provided, however, that neither UBIBV nor Unicorn shall be obligated to disclose any environmental sampling in respect information which it or any of the Transferred Real Propertyits Affiliates holds under a legally binding obligation of confidentiality or which is protected by any privilege.

Access to Information. (a) Sellers agree that, until During the period from the execution of this Agreement through the earlier of the Executory Contract Designation Deadline and of, the termination of this AgreementAgreement pursuant to its terms and the Closing, the Company shall, and shall cause each Company Subsidiary to, subject to reasonable restrictions imposed from time to time upon advice of counsel respecting any applicable confidentiality agreement with any Person (provided that Seller shall use its reasonable best efforts to obtain waivers under such agreements or implement requisite procedures to enable the provision of reasonable access without violating such agreement), afford representatives of Purchaser shall be entitledand its financing sources access, through its Representatives or otherwiseduring normal business hours, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilitiesall properties, businessesoffices, books, Contractscontracts, personnel, commitments and records and operations such financial (including all working papers) and operating data of the Purchased Assets Tower Group, in order to conduct visual inspection thereof and Assumed Liabilitiesmeetings with various employees or representatives of the Tower Group, and will furnish, within a reasonable time, to Purchaser, its representatives and its financing sources all information (including extracts and copies of books, records, contracts and other documents) concerning the operations and business of Sellers and their Subsidiariesthe Tower Group, including access to systemsits personnel, dataas Purchaser, databases for benefit plan administration; provided howeverits representatives or its financing sources may reasonably request, and that no such investigation or examination shall be permitted to is in the extent that it would, in Sellers’ reasonable determination, require possession and control of the Tower Group. In conducting any Seller, any Subsidiary inspection of any Seller or properties of the Tower Group, neither Purchaser nor any of their respective Representatives representatives shall: (i) contact or have any discussions with any of the Company's or Company Subsidiary's employees, agents, or representatives other than those individuals set forth on Schedule 5.2(a)(i) attached hereto, unless in each case Purchaser receives the consent (which shall not be unreasonably withheld or delayed) of one of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, E. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ Freres & Co., LLC (the "NOTICE GROUP") prior to any such contact or discussion or one of the Notice Group participates in such contact or discussions; (ii) substantially interfere with the business of the Tower Group; (iii) damage any property or any portion thereof; or (iv) perform any invasive and substantial environmental investigation of the Tower Group's properties without the Seller's prior written or oral consent, which such consent shall not be unreasonably withheld. The Company shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, the Tower Group shall not be required to provide access to or to disclose information subject to where such access or disclosure would jeopardize the attorney-client privilege of the Tower Group or in conflict with contravene any confidentiality Law or binding agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, entered into prior to the Closing, to date of this Agreement. The relevant Parties will make appropriate substitute disclosure arrangements under circumstances in which the Chief Financial Officer restrictions of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such materialpreceding sentence apply. (b) Any investigation and examination contemplated by All information obtained pursuant to this Section 6.1 5.2 shall continue to be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers governed by the Confidentiality Agreement, which the Parties agree shall cooperatenot survive the Closing; provided, and shall cause their Subsidiaries and each of their respective Representatives to cooperatehowever, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality if any of the foregoingterms of this Agreement conflict with any of the terms of the Confidentiality Agreement, subject to Section 6.1(a), such investigation and examination the terms of this Agreement shall include control. (c) The Tower Group shall permit Purchaser reasonable access to Sellers’ executive officers have informal communications with the Tower Group's customers, but formal communications and meetings primarily related to the Tower Group shall take place only with at least three (3) day's prior notice to the Notice Group and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, Seller shall have the right to be present at any meeting between any participate in or attend such accountant and Purchaser formal communication or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertymeeting.

Access to Information. (a) Sellers agree thatUpon reasonable notice and subject to applicable laws relating to the exchange of information, until the earlier Company shall, and shall cause each of its subsidiaries to, afford to the officers, employees, accountants, counsel and other representatives of the Executory Contract Designation Deadline and Parent, during normal business hours during the termination of this Agreementperiod prior to the Effective Time, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businessesall its properties, books, Contractscontracts, personnelcommitments and records, records and operations to its officers, employees, accountants, counsel and other representatives and, during such period, the Company shall, and shall cause its subsidiaries to, make available to Parent (including the Purchased Assets i) a copy of each report, schedule, registration statement and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no other document filed or received by it during such investigation or examination shall be permitted period pursuant to the extent that it wouldrequirements of federal securities laws and (ii) all other information concerning its business, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, properties and personnel as such other party may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such materialreasonably request. (b) Any No investigation and examination contemplated by this any of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of any other party set forth herein. (c) The information provided pursuant to Section 6.1 5.6(a) shall be subject used solely for the purpose of the transactions contemplated hereby, and unless and until the Merger is consummated, such information shall be kept confidential by Parent and Merger Sub, except that the information provided pursuant to restrictions set forth in Section 6.24 5.6(a) or portions thereof may be disclosed to those of Parent’s and under applicable LawMerger Sub’s or their affiliates’ directors, officers, members, employees, agents and advisors (collectively, the “Representatives”) who (i) need to know such information for the purpose of the transactions contemplated hereby, (ii) shall be advised by Parent or Merger Sub, as the case may be, of this provision, (iii) agree to hold the information provided pursuant to Section 5.6(a) as confidential and (iv) agree with Parent and Merger Sub to be bound by the provisions hereof. Sellers shall cooperateParent and Merger Sub jointly agree to be responsible for any breach of this section by any of their Representatives. If this Agreement is terminated, Parent shall, and shall cause their Subsidiaries Merger Sub and each of their respective Representatives to cooperateto, with Purchaser return or destroy (and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject certify destruction of) all information provided pursuant to Section 6.1(a5.6(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. (a) Sellers agree that5.1.1 CELLC will give to the Buyer and to the Buyer’s agents and representatives, until the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to all of the executive Records and will cause its officers and Representatives of Sellers employees to furnish to the Buyer and to the properties Buyer’s agents and representatives such operating data and other facilitiesinformation with respect to the Properties as the Buyer or its agents and representatives may, businessesfrom time to time, booksreasonably request; provided, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no any such investigation or examination will be conducted in such manner as not to interfere unreasonably with the operation of the business of CELLC, and CELLC shall not be permitted required to provide any of the foregoing information to the extent that it wouldis prohibited by any Third Party agreement from sharing such information with the Buyer. The Buyer shall hold all information or data provided or made available by CELLC confidential and shall not use any of the same except in connection with the transactions set forth in this Agreement. In the event this Agreement is terminated prior to Closing, in Sellers’ reasonable determinationthe Buyer shall return to CELLC (or certify the destruction of) all copies of all such information and data, require as well as any Sellerderivative reports, analysis or other items derived or based on any Subsidiary of such information or data. 5.1.2 From and after the Execution Date, the Sellers shall allow (subject to the rights of any Seller or Third Parties) the Buyer and its authorized representatives, at reasonable times and at the sole cost, risk, and expense of the Buyer and PURCHASE AND SALE AGREEMENT 25 its representatives, reasonable access to and entry upon all of the Properties for the purposes of performing such onsite inspections, inventories, and assessments of the Properties (including the performance of a Phase I environmental assessment and to conduct any of their respective Representatives to disclose information subject to attorneyfurther non-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to invasive environmental assessment that the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, Buyer reasonably deems appropriate) as may be required to avoid such conflict, or restructure the form of access, so as necessary to permit the access requested)Buyer to prepare reserve engineering and other reports relating to, and to assess the operational and environmental condition of, the Properties; provided furtherprovided, that notwithstanding however, the notice provisions Buyer will not conduct any Phase II environmental investigations or examinations with respect to any of the Properties without the prior written consent of the Sellers, which consent may be granted or withheld by the Sellers in Section 9.2 hereoftheir sole discretion. The Buyer shall perform, or shall cause to be performed, all of such requests for access due diligence activities in accordance with applicable Laws and so as not to interfere unreasonably with the executive officers operation of the Properties. Sellers shall be directed, have the right to have their representatives present to observe the Buyer’s environmental review of the Properties. At all times prior to the Closing, unless otherwise required by applicable Law, the Buyer shall (and shall cause its environmental consultant to) treat confidentially any matters revealed by Buyer’s environmental review and any reports or data generated from such review, and the Buyer shall not (and shall cause the Buyer’s environmental consultant not to) disclose any environmental information relating to the Chief Financial Officer Properties to any Governmental Authority or Third Party without the prior written consent of Parent or his designee, and following the Sellers (unless so required under applicable Law). Prior to the Closing, to unless otherwise required by applicable Law, the Chief Restructuring Officer Buyer may use the environmental information generated from the Buyer’s environmental assessment of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser the Properties only in writing as to connection with the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination transactions contemplated by this Section 6.1 Agreement. If the Buyer, the Buyer’s environmental consultant, if applicable, or any Third Party to whom the Buyer has provided any environmental information relating to the Properties becomes legally compelled to disclose any of such environmental information, the Buyer shall be subject to restrictions set forth in Section 6.24 and under applicable Law. provide Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of notice required by the Confidentiality Agreement. If this Agreement is terminated prior to the Closing, the Buyer shall deliver to Sellers and their Subsidiaries. Without limiting the generality environmental information generated from Buyer’s environmental assessment of the foregoingProperties, subject to Section 6.1(a), such investigation and examination which environmental information shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have become the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect sole property of the Transferred Real PropertySellers.

Access to Information. (a) Sellers agree that, until From the date hereof to the earlier of the Executory Contract Designation Deadline and the date of termination of this AgreementAgreement or the Closing Date, Purchaser the Sellers shall be entitled, through afford Buyer and its Representatives or otherwise, to have reasonable access to and the executive officers right to inspect the real property, assets, premises, Contracts and other documents and data related to the Sellers during normal business hours upon reasonable advance notice; furnish Buyer and its Representatives with such financial, operating and other data and information related to the Sellers as Buyer or any of its Representatives may reasonably request; (c) subject to mutual agreement between the Parties with respect to an approved plan and protocols for such access, provide Buyer with reasonable access to all of Sellers’ personnel, franchisees, and systems to aid in the transition to Buyer’s systems including, without limitation, Buyer’s proprietary software; and (d) instruct the Representatives of the Sellers and cooperate with Buyer in its investigation of the properties and other facilitiesSellers; provided, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination access, copies and inspections shall be permitted at the requesting Party’s expense. Any investigation pursuant to this Section 6.2 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Sellers. Notwithstanding the foregoing provisions of this Section 6.2, the Sellers shall not be required to grant access or furnish information to Buyer or Buyer’s Representatives to the extent that it would(a) such information is subject to an attorney/client or attorney work product privilege or (b) such access or the furnishing of such information is prohibited by applicable Legal Requirement or an existing Contract. Notwithstanding the foregoing provisions of this Section 6.2, Buyer shall not have access to personnel records of the Sellers relating to individual performance or evaluation records, medical histories or other information that in the Sellers’ reasonable determination, require any Seller, any Subsidiary good faith opinion the disclosure of any Seller which could subject the Sellers or any of their respective Representatives Affiliates to disclose risk of liability. The terms of this Agreement and all information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller Agreement shall inform Purchaser remain subject in writing as all respects to the general nature of what is being withheld and the reason for withholding such materialConfidentiality Agreement. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. (a) Subject to Section 6.1(c), Sellers agree thatshall afford to Purchaser, until the earlier Purchaser’s Subsidiaries and their respective Representatives reasonable access, upon reasonable notice during normal business hours, consistent with applicable Law (including applicable Data Requirements), in furtherance of the Executory Contract Designation Deadline consummation of the Transaction and in accordance with the termination procedures established by Sellers, during the period prior to the Closing, and solely for purposes of integration planning, to the properties, books, Contracts and records of the Transferred Entities; provided that Sellers shall only be obligated to provide access or make available such files, books, records and other materials (i) that are reasonably accessible in Sellers’ or its Affiliates’ files, (ii) in the format they exist in Sellers’ or their Affiliates’ files, and (iii) subject to redaction of information that is not related to the Business or as required by Law; provided, further, that Sellers and their Affiliates shall not be required to take any Limited Action in connection with this Section 5.4(a) and shall not be required to disclose any information: (A) if doing so with respect to such information, upon the advice of counsel, would jeopardize attorney-client privilege or contravene any applicable Laws , (B) if Sellers or any of their Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other hand, are adverse parties in a Proceeding and such information is reasonably pertinent thereto, (C) if Sellers reasonably determines in good faith that such information is competitively sensitive, or (D) primarily related to the Retained Business and not relevant to the Transaction or the Business post-Closing. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be obligated to create, develop, provide access to or otherwise make available any information, data, reports or analyses to the extent such information, data, report or analysis is not otherwise readily available to Sellers or a Transferred Entity or in the possession of Sellers or a Transferred Entity. (b) Prior to the Closing Date, Purchaser shall not conduct any Phase II environmental site assessment or conduct any invasive testing or any sampling of soil, surface or subsurface strata, sediment, surface water, groundwater, stormwater, soil vapor, indoor or outdoor air, building material or other environmental media at, on, under or within any facility on the Leased Real Property, the Owned Real Property or any other property of the Transferred Entities, without the prior written consent of Sellers which may be entitledgranted or withheld in the sole discretion of Sellers. (c) ▇▇▇▇▇▇▇▇▇ agrees that any investigation undertaken pursuant to the access granted under Section 5.4(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business or any other business of the Remaining Seller Group and in a (i) Purchaser and its Affiliates or Representatives shall not communicate with any of the employees, through customers or suppliers of the Business concerning the Transaction without the prior written consent of the applicable Seller, which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) Purchaser and its Subsidiaries (and each of their respective directors, officers and employees, in their capacity as such) shall not communicate with any of the employees of the Business outside of the ordinary course regarding the Retained Business or the Business without the prior written consent of the applicable Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that this sentence shall not prohibit (or require prior written consent for) any discussion or disclosure with customers or suppliers unrelated to the Transaction or of publicly available information regarding the Transaction in the ordinary course. All information obtained by Purchaser and its Representatives or otherwisepursuant to Section 5.4(a) and this Section 5.4(c) shall be kept confidential in accordance with Section 5.3. (d) At and after the Closing (except to the extent relating to Tax matters (access, cooperation and procedures with respect to have which are governed exclusively by Article VI)), Purchaser shall, and shall cause its Affiliates to, afford Sellers, Sellers’ Affiliates and their respective Representatives, during normal business hours, upon reasonable notice and subject to customary obligations of confidentiality, access to the executive officers and Representatives of Sellers and the properties and other facilities, businessesproperties, books, Contracts, personnel, records and operations (including employees of the Purchased Assets Business and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted the Transferred Entities to the extent that it wouldsuch access may be reasonably requested by Sellers, including in connection with financial statements, reporting obligations, defense of claims and compliance with applicable Laws; provided that nothing in this Agreement shall limit any of Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary Affiliates’ rights of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested)discovery; provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for nothing herein shall require Purchaser or its Affiliates to provide access to any information that is protected by privilege, as a trade secret, that relates to any actual or potential dispute with Sellers or any of their Affiliates, or any competitively sensitive information. (e) Except for Tax Returns and other documents governed by Article VI, ▇▇▇▇▇▇▇▇▇ agrees to hold all the executive officers books and records of Sellers shall the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven years from the Closing Date or such longer time as may be directed, prior to required by Law. Section 5.5 Publicity . From the date hereof until Closing, no Party, nor any Affiliate or Representative of such Party, shall issue or cause the publication of any press release or public announcement in respect of this Agreement or the Transaction without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by Law or stock exchange rules, in which case the Party required to publish such press release or public announcement shall use reasonable efforts to provide the Chief Financial Officer other Party a reasonable opportunity to comment on such press release or public announcement in advance of Parent such publication; provided that, without prior consent of the other Party, each Party or his designee, and following the Closing, to the Chief Restructuring Officer any of Parent its Affiliates or his Representatives (including Financing Parties) may disseminate information substantially consistent with information included in a press release or her designee. If any material is withheld other document previously approved for external distribution pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law5.5. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined Nothing in this Section 6.15.5 shall limit Sellers in performing its obligations under Section 5.1 and Section 5.6. Notwithstanding anything contained herein to the contrary, Purchaser may provide ordinary course communications regarding this Agreement and the transactions contemplated hereby to existing or prospective general and limited partners, equityholders, members, managers and investors of Purchaser and its Affiliates, in each case, only to such Persons who are subject to customary confidentiality restrictions. Sellers, on behalf of themselves and their respective Subsidiaries, hereby expressly authorize the use of the financial statements and other information and data to be provided to Purchaser and the Financing Parties in connection with the Debt Financing subject to any limitation on the use of such financial statements required by the Financing Parties as provided by applicable Law. The Transferred Entities shall consult use reasonable best efforts to promptly provide Purchaser with Sellers prior to conducting any environmental investigations or examinations electronic versions of any naturethe trademarks, including Phase I service marks and Phase II site assessments and any environmental sampling in respect corporate logos of the Transferred Real PropertyEntities and their respective Subsidiaries for use in marketing materials for the Debt Financing and Sellers, on behalf of themselves and their respective Subsidiaries, hereby expressly consent to the use of their and their respective Subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage any of the Transferred Entities or their respective Subsidiaries or the reputation or goodwill thereof. All non-public or otherwise confidential information regarding Sellers or their Affiliates obtained by Purchaser, its Affiliates or their Representatives pursuant to this Section 5.5 shall be subject to Section 5.3(a) and the Confidentiality Agreement. Notwithstanding the foregoing, Purchaser and the Financing Parties may make customary announcements and communications in connection with the marketing, arrangement and consummation of the Debt Financing; provided that any recipient thereof is informed of the confidential nature of such information and bound by obligations of confidentiality with respect to such information.

Access to Information. (a) Sellers agree that, From the date of this Agreement until the earlier of the Executory Contract Designation Deadline applicable Closing Date, upon reasonable prior notice, and the termination of this Agreement, Purchaser shall except as determined in good faith to be entitled, through its Representatives or otherwise, appropriate to have reasonable access ensure compliance with any applicable Laws and subject to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations any applicable privileges (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any privilege) and contractual confidentiality agreement to which any Sellerobligations, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateuse, and shall cause their Subsidiaries and Affiliates to use, reasonable best efforts to cause each of their respective Representatives to cooperateto, with Purchaser and its (i) afford the Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoingBuyer reasonable access, subject during normal business hours, to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), the offices, properties and other facilitiesproperties, and books, Contracts books and records of the Business and (including any document retention policies of Sellersii) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as Purchaser the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the applicable Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the applicable Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the applicable Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer. Notwithstanding anything to the contrary in this Section 5.02(a), from and after the Initial Closing, the Sellers will have no further rights or obligations under this Section 5.02(a) with respect to the portion of the Business conducted at the applicable Facility or the Initial Closing Transferred Assets, and from and after the Interim Closing, the Sellers will have no further rights or obligations under this Section 5.02(a) with respect to the portion of the Business conducted at the applicable Facility or the Interim Closing Transferred Assets. (b) In addition to the provisions of Section 5.03, from and after the applicable Closing Date, in connection with any reasonable business purpose, including the preparation of Tax Returns, addressing claims related to Excluded Liabilities, preparing financial statements, U.S. Securities and Exchange Commission reporting obligations and the determination of any matter relating to the rights or obligations of the Sellers or any of their Affiliates under this Agreement, the Business prior to the applicable Closing or the Companion Agreements, upon reasonable prior notice and at the Sellers’ sole cost and expense, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Buyer shall and shall cause its Affiliates and Representatives to: (i) afford the Representatives of the Sellers and their Affiliates reasonable access (including the right to make, at the Sellers’ expense, photocopies), during normal business hours, to the offices, properties, books and records of the Buyer and its Affiliates and Representatives in respect of the Transferred Assets; (ii) furnish to the Representatives of the Sellers and their Affiliates such additional financial and other information regarding the Transferred Assets as is in the Buyer’s possession and control as the Sellers or their Representatives may from time to time reasonably request; and (iii) make available to the Representatives of the Sellers and their Affiliates the employees of the Buyer and its Affiliates whose assistance, subjectexpertise, testimony, notes and recollections or presence is necessary to assist the Sellers in connection with the Sellers’ inquiries for any of the purposes referred to above, including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the business or operations of the Buyer or any of its Affiliates; and provided, further, that the auditors and accountants of the Buyer or its Affiliates shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Buyer, the Sellers shall enter into a customary joint defense agreement with the Buyer and its Affiliates with respect to any information to be provided to the Sellers pursuant to this Section 5.02(b). No information, books, records or other documents accessed by the Sellers or their respective Affiliates or Representatives pursuant to this Section 5.02(b) shall be used for any purposes other than as expressly permitted by this Section 5.02(b). (c) Notwithstanding anything in this Agreement to the contrary, the Sellers shall not be required, prior to the applicable Closing, to disclose, or cause the disclosure of, to the Buyer or its Affiliates or Representatives (or provide access to any offices, properties, books or records of the Sellers or any of their Affiliates that could result in the disclosure to such persons or others of) any confidential information relating to trade secrets, proprietary know-how, processes or patent, trademark, trade name, service ▇▇▇▇ or copyright applications or relating to any product development or pricing and marketing plans to the extent counsel to the Sellers, after consultation with counsel to the Buyer, advises that doing so would likely be a violation of applicable antitrust Laws, nor shall the Sellers be required to permit or cause others to permit the Buyer or its Affiliates or Representatives to have access to or to copy or remove from the offices or properties of the Sellers or any of their Affiliates any documents, drawings or other materials that might reveal any such confidential information. (d) During the period from the date of this Agreement through the earlier of the applicable Closing Date or the termination of this Agreement pursuant to Article VIII, the Sellers shall periodically deliver to the Buyer, at intervals and in a form consistent with past practice between the Sellers and the Buyer during the negotiation of the transactions contemplated by this Agreement and which will be prepared consistent with the Agreed Financial Methodology, the following financial information related to the Business (which shall be provided on an aggregate basis with respect to the Facilities and on an individual basis with respect to each Facility): (i) at the end of each fiscal year, (A) components of (1) the unaudited balance sheet of the Business as of the end of such year and (2) the unaudited statement of income for the Business for such year, in each case, in the format consistent with the 2014 Data (the financial information in these subsections (A)(1) and (A)(2) is referred to collectively herein as the “Interim Annual Data”), (B) the financial information described on Section 5.02(d)(i) of the Disclosure Schedule as “Manufacturing Production Cost by SKU” for such year (the financial information in this subsection (B) is referred to as the “Interim Additional Financial Information”) and (C) certain other financial information as described on Section 5.02(d)(i) of the Disclosure Schedule; (ii) at the end of each fiscal quarter after the date hereof, quarterly financial information with respect to volume by SKU and operating report detail; (iii) at the end of each fiscal quarter after the date hereof, the financial information described on Section 5.02(d)(i) of the Disclosure Schedule as “Income Statements”, “Manufacturing Production Cost by SKU”, “Manufacturing Variance Summary Data”, “Manufacturing Variance GL Data”, “Freight Cost”, “Plant PPV, HQ PPV, & Misc. Cost of W/S Sales”, “Centrally Managed Expenses”, “Shared Services Expenses”, “Asset Disposals”, “Agency flow data”, “Agency volume by SKU”, and “Manufacturing Plant Headcount”, in each case solely related to the confidentiality restrictions outlined Business for the quarter then ended (the financial information described in subsections (ii) and (iii) of this Section 5.02(d) is referred to collectively herein as the “Interim Quarterly Data”); and (iv) a good faith calculation of the Target Net Working Capital Amount for the portion of the Business conducted at the Initial Closing Facility, the Interim Closing Facility and the Final Closing Facility, in each case based on the books and records of the Business that were used in preparing the 2014 Data. The Sellers shall deliver to the Buyer the data contemplated by this Section 5.02(d) promptly upon completion, but in any event no later than, (w) one hundred twenty (120) days after the end of the applicable fiscal year with respect to deliveries made pursuant to Section 5.02(d)(i), (x) fifteen (15) Business Days after the end of the applicable quarter with respect to deliveries made pursuant to Section 5.02(d)(ii), (y) one hundred twenty (120) days after the end of the applicable fiscal quarter with respect to deliveries made pursuant to Section 5.02(d)(iii), and (z) prior to the applicable Closing with respect to the deliveries made pursuant to Section 5.02(d)(iv). The calculation of the Target Net Working Capital Amount will be (I) determined in accordance with the guidelines set forth on Section B-1 of the Disclosure Schedule and in accordance with the Agreed Financial Methodology and (II) subject to reasonable verification by the Buyer within thirty (30) days of delivery of such calculation. Notwithstanding anything to the contrary in this Section 6.1. Notwithstanding anything contained herein 5.02, from and after the Initial Closing, the Sellers will have no further obligation under this Section 5.02(d) to deliver the data contemplated by this Section 5.02(d) with respect to the contraryportion of the Business conducted at the applicable Facility or with respect to the Initial Closing Transferred Assets, Purchaser shall consult and from and after the Interim Closing, the Sellers will have no further obligation under this Section 5.02(d) to deliver the data contemplated by this Section 5.02(d) with respect to the portion of the Business conducted at the applicable Facility or with respect to the Interim Closing Transferred Assets. (e) The Sellers will, and will cause their Affiliates to, cooperate with the Buyer’s completion of its due diligence by providing to the Buyer certain identified information described in Section 5.02(e) of the Disclosure Schedule. With regard to the continuing diligence of the Buyer under this Agreement that takes place between the signing of this Agreement and the applicable Closings, the parties agree to deal with one another in good faith consistent with historical practices for addressing economic disputes. (f) If any Seller enters into any Pre-Closing Material Contracts between the date hereof and the applicable Closing Date, the Sellers will provide the Buyer as promptly as reasonably practicable prior to conducting the applicable Closing with true, correct and complete copies of all such contracts or agreements. If any environmental investigations Seller enters into any Shared Contracts or examinations Specified Non-Transferring Contracts between the date hereof and the Final Closing Date, the Sellers will provide the Buyer as promptly as reasonably practicable with true, correct and complete copies of any natureall portions of such Shared Contracts or Specified Non-Transferring Contracts, including Phase I and Phase II site assessments and any environmental sampling in respect of as applicable, that relate to the Transferred Real PropertyBusiness (together with such other portions thereof as are necessary to comprehend the terms thereof that apply to the Business).

Access to Information. (a) Sellers agree thatExcept as appropriate to ensure compliance with any Applicable Laws (including, without limitation, any requirements with respect to security clearances) and subject to any applicable privileges (including, without limitation, the attorney-client privilege), from the date of this Agreement until the earlier of Closing Date, the Executory Contract Designation Deadline Seller will (a) give the Purchaser and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives records of Sellers CE and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including of the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted Seller relating to the extent that it wouldBusiness during normal business hours and upon reasonable prior notice, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject furnish to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with the Purchaser and its Representatives in connection with such investigation financial and examination, operating data and each other information relating to the Business as the Purchaser may reasonably request and (c) instruct the employees and Representatives of Purchaser the Seller and its Representatives shall use their reasonable best efforts CE to not materially interfere cooperate with the business Purchaser in its investigation of Sellers and their Subsidiariesthe Business. Without limiting the generality of the foregoing, subject to the limitations set forth in the first sentence of this Section 6.1(a)5.02, such investigation (i) the Seller shall use reasonable commercial efforts to enable the Purchaser and examination its Representatives to conduct, at the Purchaser's own expense, business and financial reviews, investigations and studies as to the operation of the Business, including any tax, operating or other efficiencies that may be achieved and (ii) from the date of this Agreement to the Closing Date, the Seller shall include reasonable give the Purchaser and its Representatives access to Sellers’ executive officers information relating to the Business of the type, and with the same level of detail, as in the ordinary course of business is made available to the president or chief financial officer of CE. Notwithstanding the foregoing, except with respect to the records of CE after the Closing, the Purchaser shall not have access to personnel records of the Seller or CE relating to individual performance or evaluation records, medical histories or other information which in the Seller's good faith opinion is sensitive or the disclosure of which could subject the Seller to risk of liability. Except as otherwise contemplated by Section 10.04, no investigation by the Purchaser or other information received by the Purchaser shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Seller hereunder. (b) For a period of two years after the Closing, the Seller and employees of Sellers its Affiliates will hold, and will use reasonable commercial efforts to cause their respective Subsidiaries identified officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Business, except to the extent that such executive officers)documents or information can be shown to have been (i) in the public domain through no fault of the Seller or its Affiliates or (ii) lawfully acquired by the Seller or its Affiliates (other than CE) from sources other than those related to its prior ownership of the Business. Notwithstanding the foregoing, offices, properties the obligation of the Seller and other facilities, and books, Contracts and records (including its Affiliates to hold any document retention policies of Sellers) and access such information in confidence shall be satisfied if they exercise the same care with respect to accountants of Sellers and each such information as they would take to preserve the confidentiality of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyown similar information.

Access to Information. Affinity shall (a) Sellers agree thatfurnish Buyer and its Representatives with such financial, operating and other data and information as Buyer or any of its Representatives may reasonably request related to (i) the Business, or (ii) the Purchased Assets; (b) use commercially reasonable efforts to provide Buyer (i) sufficiently in advance of the Closing, copies of such information as is reasonably requested by Buyer and its Representatives in order for Buyer to assume operations on the Closing Date for the transition of the Enrollees, as applicable, and continuity of care, and (ii) copies of such other information as is necessary for the operation, ownership and management of the Business or which is otherwise reasonably requested by Buyer, and which Affinity is permitted by applicable Law to provide or which is required in writing to be provided to Buyer by DOH (and Affinity shall provide such written consents and authorizations as may be reasonably necessary for Buyer to have access to materials on file with any Governmental Authority), including any information as may be required to permit Buyer to satisfy its obligations to any Governmental Authority following the Closing, including any third party accreditation or review organization (such as the National Committee for Quality Assurance); and (c) make available to the officers, employees, accountants, counsel and other Representatives of Buyer upon the reasonable request of Buyer and during normal working hours, officers, accountants, counsel, consultants, investment banker and other Representatives or agents of Affinity for discussion of the Business as Buyer may reasonably request; provided, that Affinity must be given no less than 5 Business Days prior written notice of, and a representative of Affinity must be given a reasonable opportunity to attend, any meeting, or participate in any telephone discussion, involving all or substantially all of Affinity’s employees, on the one hand, and any such Person, on the other hand. Any inquiries pursuant to this Section 6.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Business or any other businesses of Affinity. Nothing in this Agreement or any of the other Transaction Documents to the contrary shall in any manner restrict the ability of Buyer, from and after the date of this Agreement, to discuss the business and affairs of Affinity with any Governmental Authority having jurisdiction over Affinity or the fiscal intermediaries administering Affinity’s payor programs. From the date hereof until the earlier of (i) the Executory Contract Designation Deadline Closing Date or (ii) the date this Agreement is terminated pursuant to ARTICLE IX, Affinity and Buyer shall cooperate to contact such third parties, including customers, prospective customers, specifying agencies, vendors or suppliers of Affinity, as Buyer deems reasonably necessary. Prior to the Closing Date and after any termination of this Agreement, Purchaser each Party shall be entitled, through hold and shall cause its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it wouldhold, in Sellers’ reasonable determinationconfidence, require any Seller, any Subsidiary of any Seller all confidential documents and information concerning the other Party’s or any of their respective Representatives its Subsidiaries furnished to disclose information subject to attorney-client privilege a Party or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation the transactions contemplated by this Agreement in the manner and examinationfor the time period specified in the Confidentiality Agreement, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoingdated September 25, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property2019.

Access to Information. From the date of this Agreement until the Closing, SEE will, and will cause each of its Subsidiaries (including the other Sellers and the Transferred Diversey Companies) to, (a) Sellers agree that, until the earlier of the Executory Contract Designation Deadline give Buyer and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers Transferred Diversey Books and Representatives of Sellers Records (including Tax Returns and the properties Tax work papers) and to such personnel, offices and other facilities, businesses, books, Contracts, personnel, records facilities and operations (including properties of the Purchased Assets and Assumed Liabilities) of Sellers Transferred Diversey Companies and their Subsidiaries, including access Subsidiaries and to systems, data, databases for benefit plan administrationfurnish such other information in respect of the operation of the Diversey Business as Buyer may reasonably request; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject furnish to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser Buyer and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information regarding the Diversey Business as Purchaser Buyer or its Representatives may from time to time reasonably requestrequest for purposes of consummating the transactions contemplated hereby, subjectreviewing the Estimated Closing Statement, and preparing to operate the Diversey Business following the Closing (provided that such requested information is already in each caseexistence or capable of being produced without undue burden in the possession of SEE); provided that all requests for access pursuant to this Section 5.2 shall be made in writing and shall be directed to and coordinated with S▇▇▇▇▇ ▇▇▇▇▇▇ of SEE or such person or persons as he may designate; provided, further, that any such access shall be conducted at a reasonable time, upon reasonable advance notice to SEE, and in such a manner as not to interfere unreasonably with the operation of any business conducted by SEE or any of its Subsidiaries; provided, further, that any such access or information request shall not involve any invasive or intrusive sampling, testing, investigation, or similar work without reasonable justification therefor and the express written consent of SEE prior to any such sampling, testing, investigation, or work. All such information and access shall be subject to the terms and conditions of the confidentiality restrictions outlined in this Section 6.1agreement dated December 15, 2016, between Buyer and SEE (as amended, the “Confidentiality Agreement”). Notwithstanding anything contained herein to the contrarycontrary in this Agreement, Purchaser neither SEE nor its Subsidiaries (including the Transferred Diversey Companies) shall consult with Sellers prior be required to conducting disclose to Buyer or its Representatives any environmental investigations information (i) to the extent related to the Sale Process or examinations of any natureSEE’s or its Representatives’ evaluation thereof, including Phase I projections, financial or other information related thereto other than projections, and Phase II site assessments and any environmental sampling financial or other information prepared in respect the ordinary course of the Transferred Real PropertyDiversey Business and not prepared for the Sale Process, (ii) if doing so presents a reasonable risk of violating any Contract to which SEE or any of its Subsidiaries is a party or any Law to which SEE or any of its Subsidiaries is subject or which SEE believes in good faith could result in a loss of the ability to successfully assert a claim of Privilege (provided that SEE shall use its reasonable best efforts to provide such disclosure in a manner (including in a redacted copy) that does not result in a violation of such Contract or Law or waiver of such privilege, as applicable), (iii) reasonably pertinent to any litigation in which SEE or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties, or (iv) that SEE or any of its Subsidiaries reasonably determines in good faith is competitively sensitive. Notwithstanding the foregoing, SEE and its Subsidiaries shall not be required to provide any such information as and to the extent it relates solely to the Excluded Businesses, the Excluded Assets, or the Retained Liabilities.

Access to Information. (a) Sellers agree thatFollowing the Closing, until upon reasonable notice, each Seller will provide to the earlier of the Executory Contract Designation Deadline Buyers (and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable their Representatives) full access to the executive officers all employees and Representatives consultants of Sellers such Seller and the properties and other facilitiesall information, businessesproperties, books, Contractsrecords, personnel, records contracts and operations (including documents which a Buyer may reasonably request regarding the Purchased CIED Business or the Acquired Assets and Assumed Liabilities) which remain in the possession of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives its Affiliates, and such Seller will furnish or cause to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, be furnished to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, Buyers and their Representatives all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designeeinformation as they may reasonably request. If any material is withheld No investigation pursuant to this Section 6.1(a), Seller 8.2(a) shall inform Purchaser affect any warranty in writing as this Agreement of any party hereto or any condition to the general nature obligations of what is being withheld and the reason for withholding such materialparties hereto. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateFollowing the Closing, the Buyers shall, and shall cause their Subsidiaries and each of their respective Representatives Affiliates to, afford to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers)the Books, offices, properties and other facilitiesRecords, and books, Contracts Files included in the Acquired Assets and records (including any document retention policies of Sellers) such cooperation and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, assistance as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subjectrequired, in each case, to enable the confidentiality restrictions outlined Sellers and their Affiliates to comply with applicable Law, stock exchange rules, financial and tax reporting requirements and third-party litigation and insurance matters relating to the Acquired Assets or Excluded Liabilities solely to the extent relating to any period prior to the Closing. No investigation pursuant to this Section 8.2(b) shall affect any warranty in this Section 6.1. Agreement of any party hereto or any condition to the obligations of the parties hereto. (c) Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement, Purchaser the Buyers and Sellers acknowledge and agree that Sellers and their Affiliates shall consult with Sellers prior be entitled to conducting any environmental investigations or examinations (i) keep copies of any natureBooks, including Phase I Records, and Phase II site assessments Files included in the Acquired Assets and transferred to the Buyers in the Acquisition (“Transferred Books and Records”), any environmental sampling Business Employee Records transferred to the Buyers in respect the Acquisition (“Transferred Business Employee Records”), any Assumed Contracts transferred to the Buyers or any of their Affiliates in the Acquisition (“Transferred Contracts”) or any other documents or materials transferred to the Buyers as part of the Transferred Real PropertyAssets for operational, legal, Tax, regulatory or record-keeping purposes or in order to comply with applicable Laws, Sellers’ or their 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, in each case, 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 the Buyers as part of the Transferred Assets to the extent not related to the CIED Business or (iii) redact or remove any information in the Transferred Business Employee Records to the extent not relating to any Transferred Employee. (d) For a period of six (6) years from the Closing Date or such longer time as may be required by applicable Law, the Buyers agree to hold and not to destroy or dispose of the Transferred Books and Records. Following the expiration of such period, if a Buyer or any of its Affiliates desires to destroy or dispose of such Books, Records, and Files, solely upon written request of Sellers delivered within thirty (30) days prior to the expiration of such six-year period detailing the specific Transferred Books and Records, such Buyer shall offer to surrender such books and records to Sellers; provided, that such Buyer does not make a reasonable determination that providing such Transferred Books and Records would be adverse to the business of Buyers or any of their respective Affiliates.

Access to Information. (a) Sellers agree that, until Between the earlier date of the Executory Contract Designation Deadline this Agreement and the termination of this AgreementClosing Date, Purchaser shall be entitledthe Seller will, through its during ordinary business hours and upon reasonable notice (i) give the Buyer and the Buyer Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties all books, records, plants, offices and other facilities, businesses, books, Contracts, personnel, records facilities and operations (including properties constituting the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound the Buyer is not denied access by law; (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to ii) permit the access requested)Buyer to make such reasonable inspections thereof as the Buyer may reasonably request; provided further, that notwithstanding (iii) furnish the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection Buyer with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information with respect to the Purchased Assets as Purchaser the Buyer may from time to time reasonably request, subjectprovided, in however, that the Seller will not be required to create special reports or perform any studies; (iv) furnish the Buyer a copy of each casematerial report, schedule or other document filed or received by it with respect to the confidentiality restrictions outlined Purchased Assets with or from the SEC, PSC or FERC; provided, however, that (A) any such investigation shall be conducted in such manner as not to interfere with the operation of the Purchased Assets, (B) the Seller shall not be required to take any action which would constitute a waiver of the attorney-client privilege and (C) the Seller need not supply the Buyer with any information which the Seller is under a legal obligation not to supply. Notwithstanding anything in this Section 6.1. Notwithstanding anything contained herein 7.2 to -38- 43 the contrary, Purchaser (i) the Seller will only furnish or provide such access to Transferring Employee Records and personnel and medical records as is required by law, legal process or subpoena and (ii) the Buyer shall consult with Sellers prior not have the right to conducting any environmental investigations perform or examinations of any nature, including Phase I and Phase II site assessments and conduct any environmental sampling in respect or testing at, in, on, or underneath the Purchased Assets. (b) All information furnished to or obtained by the Buyer and the Buyer Representatives pursuant to this Section 7.2 or the Ancillary Agreements shall be subject to the provisions of the Transferred Real PropertyConfidentiality Agreement and shall be treated as "Proprietary Information" (as defined in the Confidentiality Agreement). (c) For a period of six years after the Closing Date, each party and their representatives shall have reasonable access to all of the books and records of the Purchased Assets, including all Transferring Employee Records, in the possession of the other party to the extent that such access may reasonably be required by such party. Such access shall be afforded by the party or parties in possession of such books and records upon receipt of reasonable advance notice and during normal business hours. The party or parties exercising this right of access shall be solely responsible for any costs or expenses incurred by it or them pursuant to this Section 7.2(c). If the party or parties in possession of such books and records shall desire to dispose of any such books and records upon or prior to the expiration of such six-year period, such party or parties shall, prior to such disposition, give the other party or parties a reasonable opportunity at such other party's or parties' expense, to segregate and remove such books and records as such other party or parties may select. During such six-year period, the Seller and its representatives and the respondent parties and their representatives in the real property tax litigation listed on Schedule 2.2

Access to Information. (a) Sellers agree that, until After the earlier of the Executory Contract Designation Deadline and the termination of this AgreementClosing, Purchaser shall be entitled, through its Representatives or otherwise, to have provide reasonable access to the executive officers officers, employees, agents and Representatives representatives of Sellers any Seller Indemnitees to (i) Purchaser’s books and records for the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases Hotel for benefit plan administration; provided however, that no such investigation any purpose deemed necessary or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any advisable by Seller, any Subsidiary including, without limitation, to facilitate the preparation of any documents required to be filed by Seller under Applicable Law or the resolution of any audit, litigation or other proceeding, claim or charge made by any Person or insurance claim involving Seller or any of their respective Representatives its Affiliates, (ii) the Property to disclose information subject conduct any examinations, tests, investigations or studies of the Property (provided, however, that Seller shall not conduct any invasive examinations, tests, investigations or studies of the Property, without obtaining Purchaser’s prior written consent, which may be withheld in Purchaser’s sole discretion), and (iii) the employees of Purchaser (or Purchaser’s manager) whose assistance or testimony is deemed necessary or advisable by Seller to attorney-client privilege assist Seller in evaluating or in conflict with defending any confidentiality agreement to which audit, litigation or other proceeding, claim or charge made by any Seller, any Subsidiary of Person or insurance claim involving any Seller or any of their respective Representatives are bound Indemnitees; provided, however, that (in which case, A) such Seller Indemnitees shall provide reasonable prior notice to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may ; (B) Purchaser shall not be required to avoid provide such conflict, or restructure the form of access, so as to permit the access requested)during non-business hours; provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform (C) Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any accompany the officer, employees, agents or representatives of such accountant Seller Indemnitees in providing access to its books and records, the Property or the employees of Purchaser (or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information manager) as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined provided in this Section 6.17.7. Notwithstanding anything contained herein Purchaser, at its cost and expense, shall retain all books and records with respect to the contrary, Purchaser Hotel for a period of seven (7) years after the Closing. This Section 7.7 shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of survive the Transferred Real PropertyClosing.

Access to Information. (a) Sellers agree that, until During the earlier of period from the Executory Contract Designation Deadline and the termination Effective Date of this AgreementAgreement to the Closing Date, Purchaser Seller shall be entitledpermit (1) Buyer, through its Representatives or otherwiseLBSH, and their authorized representatives to have reasonable access to the executive officers Seller's facilities during normal business hours as coordinated with Seller's designated representative, and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities2) of Sellers and their Subsidiaries, including Buyer reasonable access to systemsmeet with customers of the RMS Division Business as coordinated with Seller's designated representative in order to secure a smooth transition of the customer relationship to Buyer; provided, data, databases for benefit plan administration; provided however, that Buyer shall have no such investigation right to terminate this Agreement pursuant to Section 7.01 below or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary otherwise as a result of any Seller due diligence review unless it discloses matters existing at the Effective Date which would entitle Buyer or any of their respective Representatives LBSH to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld terminate pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material7.01(g) below. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateEach of the parties hereto shall, and shall cause their Subsidiaries its respective officers, directors, employees, representatives, advisors and agents to, afford the officers, employees, representatives, advisors and agents of the other party with access to such information concerning Seller or Buyer as may be necessary for each party to ascertain the accuracy and completeness of the information supplied by such parties for inclusion in any pre-merger notification report filed under the HSR Act (and any additional information or documentary material supplied in response to any request pursuant to Section 7A(e) of the HSR Act and the regulations thereunder). (c) If this Agreement is terminated, each of their respective Representatives the parties hereto shall, and shall cause its officers, employees, representatives, advisors and agents to, destroy or return to cooperatethe other party all confidential documents, with Purchaser work papers and other materials, and all copies thereof, obtained by it or on its behalf from such other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution and delivery hereof. (d) Each of the parties hereto and its Representatives officers and employees shall not disclose or use any information so obtained, except as required by applicable law or legal process or by any applicable rules or regulations of a national or foreign securities exchange or the NASD upon the advice of counsel, without the prior written consent of the other party; provided that any such information may be disclosed to a party's financial advisors, accountants, counsel and other representatives, as may be appropriate or required in connection with the transactions contemplated hereby, but only if such investigation persons shall be specifically informed by such party of the confidential nature of such information and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts agree to not materially interfere comply with the business of Sellers and their Subsidiariesrestrictions contained herein. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined The agreements contained in this Section 6.1. Notwithstanding anything contained herein 5.03(d) do not apply to information that (1) is or becomes generally available to the contrarypublic other than as a result of a disclosure by a receiving party or its representatives, Purchaser (2) can be demonstrated to have been known to the receiving party on a non-confidential basis prior to its receipt, (3) becomes available to a party on a non-confidential basis from a source not bound by any duty of confidentiality to the other party, or (4) is independently developed by a receiving party without reference to any confidential information. If any party or any of its respective representatives becomes required by law (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or similar process) or otherwise become required to disclose any confidential information or material the recipient party will provide the disclosing party with prompt prior written notice of such requirement so that the disclosing party may seek a protective order or other remedy, or waive compliance with the terms of this Agreement. If such protective order or other remedy is not obtained, or if the disclosing party is required to waive compliance with the provisions hereof, the recipient party will furnish only that portion of the confidential information or material which it is advised by written opinion of counsel is legally required and exercise all reasonable efforts to obtain assurance that confidential treatment, if available, will be accorded such confidential information or material. (e) No investigation pursuant to this Section 5.03 shall affect, add to, or subtract from any representations or warranties of the parties hereto or the conditions to the obligations of the parties hereto to effect the Acquisition. (f) During the period from the Effective Date of this Agreement to the Closing Date, LBSH shall permit the Selling Companies and their authorized representatives to consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect LBSH's underwriters regarding the status of the Transferred Real Propertyoffer and sale of the LBSH Stock to fund the Acquisition.

Access to Information. (a) Sellers agree that, until the earlier of the Executory Contract Designation Deadline Prior and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access subsequent to the executive officers Closing, Seller and Representatives Parent will permit Buyer to make a full and complete investigation of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) to receive from Seller and Parent all information of Sellers Seller relating to the Purchased Assets or reasonably related to Seller’s conduct of the Business. Without limiting this right, Seller and their SubsidiariesParent will give to Buyer and its accountants, including access legal counsel, and other representatives full access, during normal business hours, at a mutually agreeable location arranged in advance, to systemsall of the books, datarecords, databases for benefit plan administration; provided howeverfiles, that no documents, properties, and contracts of Seller relating to the Purchased Assets or reasonably related to Seller’s conduct of the Business and allow Buyer and any such investigation representatives to make copies thereof, excluding corporate minutes and consents or examination non-Transferred Employee files, all of which shall be permitted to the extent that it would, made available in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, organized fashion and so as to permit facilitate an orderly review. This Section 6.1 shall not affect or be deemed to modify any representation or warranty contained herein or the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access conditions to the executive officers obligations of Sellers the parties to consummate the transactions contemplated by this Agreement. Seller and Parent shall be directed, prior to maintain and make available the Closing, to the Chief Financial Officer of Parent or his designee, information and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to records specified in this Section 6.1(a)) in the ordinary course of Seller’s business and document retention policies, Seller shall inform Purchaser in writing as to if the general nature of what is being withheld and the reason for withholding such materialtransactions contemplated by this Agreement had not occurred. (b) Any investigation At all times following the Closing, each party shall provide the other party (at such other party’s expense) with such reasonable assistance, including the provision of available relevant records or other information and examination contemplated reasonable access to and cooperation of any employees, as may be reasonably requested by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each either of their respective Representatives to cooperate, with Purchaser and its Representatives them in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations preparation of any naturefinancial statement or tax return, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyaudit or examination by any taxing authority, or any judicial or administrative proceeding relating to liability for Taxes.

Access to Information. From the date hereof until the Closing, Seller shall, and shall cause the Company to, (a) Sellers agree that, until afford Buyer and its Representatives reasonable access to and the earlier right to inspect all of the Executory Contract Designation Deadline Real Property, properties, assets, premises, books and records, Contracts and other documents and data related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller and the termination Company to cooperate with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to interfere with the normal operations of the Company. Without limiting the foregoing, Seller shall permit Buyer and its Representatives to conduct environmental due diligence of the Company and the Real Property, including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater or surface or subsurface soils on, at, in, under or from the Company and the Real Property. All requests by Buyer for access pursuant to this Section 5.02 shall be submitted or directed exclusively to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other individuals or entities as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company shall be required to disclose any information to Buyer if such disclosure would, in Seller’s sole discretion, acting reasonably: (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement; provided that if Seller or the Company withholds any information for such a reason, Purchaser it or they shall be entitledin writing notify Buyer of its or their decision to do so, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives subject matter of Sellers the information withheld and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including reason the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination information was withheld. Buyer shall be permitted to the extent that it would, in Sellers’ reasonable determination, require not contact any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiversuppliers to, or necessary consents, as may be required to avoid such conflict, or restructure the form customers of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to without the Chief Financial Officer prior written consent of Parent or his designeeSeller. Buyer shall, and following shall cause its Representatives to, abide by the Closing, terms of the Confidentiality Agreement with respect to the Chief Restructuring Officer of Parent any access or his or her designee. If any material is withheld information provided pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material5.02. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. (a) Sellers agree thatOn and after the date of this Agreement, until the Seller Parties will furnish to Parent such information with respect to the Company as Parent shall reasonably request. Without limitation of the foregoing, the Seller Parties shall (i) afford to Parent and its officers, employees, accountants, consultants, counsel and other authorized representatives reasonable access, throughout the period prior to the earlier of the Executory Contract Designation Deadline and Closing Date or the termination of date this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which caseAgreement is terminated, to the extent requested by PurchaserCompany's plants, Sellers will properties (including, without limitation, the Real Property), and books and records relating to the Company; (ii) use reasonable its best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required cause its representatives to avoid such conflict, or restructure the form of access, so as furnish to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives authorized representatives such additional financial and operating data and other information as Purchaser to the Company as Parent or its duly authorized representatives may from time to time reasonably request; and (iii) afford Parent and its representatives reasonable access, subject, in each casethroughout the period prior to the Closing Date, to the confidentiality restrictions outlined Company's present and potential customers relating to the Business, such that Parent may conduct such due diligence investigation relating to customer relations as Parent deems reasonably necessary or appropriate. The Seller Parties hereby release, discharge and hold harmless each of Parent and Buyer, any affiliate or subsidiary of Parent or Buyer, and any officer, director, shareholder, employee, agent, attorney, joint venturer, partner, servant, consultant, representative, trustee, successor or assign of Parent or Buyer or of any of its affiliates or subsidiaries, from all liability or claims by reason of any such access or contact referred to in this Section 6.1. Notwithstanding anything contained herein 5.2, except for any misuse by Parent or Buyer of such information. (b) Parent and Buyer covenant and agree that, prior to the contraryClosing, Purchaser all due diligence materials will be used solely for the purposes of assessing the Company in connection with the Buyer Parties' possible acquisition thereof pursuant to this Agreement, and that any other use shall consult with Sellers prior to conducting be strictly prohibited; provided, however, that following the Closing, Parent and Buyer may use all such materials for any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling purposes in respect of the Transferred Real Propertytheir sole discretion.

Access to Information. (a) Sellers agree thatThe Acquiror shall afford Acquiree its accountants, until counsel and other representatives (including the earlier of the Executory Contract Designation Deadline and the termination of this AgreementAcquiree Shareholders), Purchaser shall be entitledreasonable access, through its Representatives or otherwiseduring normal business hours, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businessesproperties, books, Contracts, personnel, records and operations (including personnel of the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require Acquiror at any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, time prior to the ClosingClosing in order to enable Acquiree to obtain all information concerning the business, to assets and properties, results of operations and personnel of the Chief Financial Officer of Parent or his designee, and following Acquiror as Acquiree may reasonably request. No information obtained in the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld foregoing investigation by Acquiree pursuant to this Section 6.1(a), Seller 7.1(a) shall inform Purchaser in writing as affect or be deemed to modify any representation or warranty contained herein or the conditions to the general nature obligations of what is being withheld and the reason for withholding such materialAcquiror or the Acquiror Principal Shareholder to consummate the transactions contemplated hereby. (b) Any investigation and examination contemplated by this Section 6.1 The Acquiree shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateafford Acquiror its accountants, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties counsel and other facilitiesrepresentatives, and booksreasonable access, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each caseduring normal business hours, to the confidentiality restrictions outlined properties, books, records and personnel of the Acquiree at any time prior to the Closing in order to enable Acquiror to obtain all information concerning the business, assets and properties, results of operations and personnel of the Acquiree as Acquiror may reasonably request. No information obtained in the foregoing investigation by Acquiror pursuant to this Section 6.1. Notwithstanding anything 7.1(b) shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect obligations of the Transferred Real PropertyAcquiree or the Acquiree Shareholders to consummate the transactions contemplated hereby.

Access to Information. (a) Sellers agree that, From the date hereof until the earlier Closing, Sellers will provide Purchaser and its authorized Advisors with reasonable access and upon reasonable advance notice and during regular business hours (and in accordance with the reasonable procedures established by Sellers) to the books and records of Sellers, in order for Purchaser and its authorized Advisors to access such information regarding the Acquired Assets and the Assumed Liabilities as is reasonably necessary in order to consummate the Transactions; provided that (i) such access does not unreasonably interfere with the normal operations of any Seller, (ii) such access will occur in such a manner as Sellers reasonably determine to be appropriate to protect the confidentiality of the Executory Contract Designation Deadline Transactions and the termination of this Agreementsuch books and records, (iii) all requests for access will be directed to Guggenheim Securities or such other Person(s) as Guggenheim Securities may designate in writing from time to time (iv) nothing herein will require Sellers to provide access to, or to disclose any information to, Purchaser shall if such access or disclosure (A) would cause significant competitive harm to any Seller if the Transactions are not consummated, (B) would waive any legal privilege, (D) would be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives in violation of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations applicable Laws (including the Purchased Assets HSR Act and Assumed LiabilitiesForeign Competition Laws) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary provisions of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which Sellers are bound or would violate any Sellerfiduciary duty, or (E) is in respect of Excluded Tax Returns. Notwithstanding anything to the contrary contained herein will permit Purchaser or its authorized Advisors to conduct any Subsidiary sampling or testing of any Seller environmental media or any other invasive investigation or assessment at any Leased Real Property including of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, type commonly known as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such materiala Phase II environmental site assessment. (b) Any investigation and examination contemplated by Subject to Section 6.14, the information provided pursuant to this Section 6.1 shall 6.2 will be subject to restrictions set forth in Section 6.24 governed by all the terms and under applicable Lawconditions of the Confidentiality Agreement. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting Affiliates make no representation or warranty as to the generality accuracy of the foregoingany information, subject if any, provided pursuant to this Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities6.2, and books, Contracts and records (including any document retention policies Purchaser may not rely on the accuracy of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subjectinformation, in each case, other than the Express Representations. (c) From and after the Closing for a period of three years following the Closing Date (or, if later, the closing of the Bankruptcy Cases), Purchaser will provide Sellers and their Advisors with reasonable access, during normal business hours, and upon reasonable advance notice, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein books and records, including work papers, schedules, memoranda, Tax Returns, Tax schedules, Tax rulings, and other documents (for the purpose of examining and copying) relating to the contraryAcquired Assets, the Excluded Assets, the Assumed Liabilities or the Excluded Liabilities 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, officers, Advisors, accountants, offices and properties of Purchaser (including for the purpose of better understanding the books and records). Unless otherwise consented to in writing by S▇▇▇▇▇▇, Purchaser will not, for a period of three (3) years following the Closing Date, destroy, alter or otherwise dispose of any of such books and records without first offering to surrender to Sellers such books and records or any portion thereof that Purchaser may intend to destroy, alter or dispose of. From and after the Closing, Purchaser will, and will cause its employees to, provide Sellers with reasonable assistance, support and cooperation with Sellers’ wind-down and related activities (e.g., helping to locate documents or information related to preparation of Tax Returns or prosecution or processing of insurance/benefit claims). (d) Prior to the Closing, the Parties shall consult reasonably cooperate with each other in coordinating their communications with any customer, supplier or other contractual counterparty of Sellers in relation to this Transaction; provided that Purchaser will not, and will not permit any member of the Purchaser Group to, contact any officer, manager, director, employee, customer, supplier, lessee, lessor, lender, licensee, licensor, distributor, noteholder or other material business relation of any Seller prior to conducting the Closing with respect to any environmental investigations Seller, the Business or examinations the Transactions, in each case without the prior written consent of any natureSellers for each such contact, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertysuch consent not to be unreasonably withheld.

Access to Information. (a) Sellers agree thatFrom the date hereof to the Effective Time, until the earlier Company shall, and shall cause the Company Subsidiaries to, and their respective officers, directors, employees, auditors and agents to, afford the officers, employees and agents of the Executory Contract Designation Deadline Parent and the termination of this AgreementMerger Sub reasonable access at all reasonable times to its officers, Purchaser employees, agents, properties, offices and other facilities and to all books and records, and shall be entitledpromptly furnish Parent and Merger Sub with (i) all financial, operating and other data and information as Parent or Merger Sub, through its Representatives officers, employees or otherwiseagents, to have reasonable access to the executive officers may reasonably request and Representatives (ii) a copy of Sellers and the properties each report, schedule and other facilities, businesses, books, Contracts, personnel, records and operations (including document filed or received by the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller Company or any of their respective Representatives Company Subsidiaries during such period pursuant to disclose applicable securities laws or stock exchange rules. All information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld exchanged pursuant to this Section 6.1(a), Seller 7.05 shall inform Purchaser in writing as be subject to the general nature of what is being withheld and the reason for withholding such materialConfidentiality Agreements. (b) Any investigation Parent, Merger Sub and examination contemplated by this Section 6.1 shall be subject their respective authorized representatives (including its designated engineers or consultants) may at any time during the Company's normal business hours, upon reasonable advance notice, enter into and upon all or any portion of the Company Properties in order to restrictions set forth investigate and assess, as Parent or Merger Sub deems necessary and appropriate in Section 6.24 and under applicable Lawits reasonable discretion, the environmental condition of such properties or the business conducted thereat. Sellers shall cooperateThe Company shall, and shall cause their the Company Subsidiaries and each of their respective Representatives to cooperateto, cooperate with Purchaser and its Representatives in connection with such investigation and examinationParent, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers Merger Sub and their respective Subsidiaries identified by authorized representatives in conducting such executive officers)investigation, officesshall allow Parent, properties Merger Sub and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiariesauthorized representatives full access during normal business hours, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each caseupon reasonable advance notice, to the confidentiality restrictions outlined Company Properties, together with full permission to conduct such investigation, and shall provide Parent, Merger Sub and their respective authorized representatives all plans, soil or surface or ground water tests or reports, any environmental investigation results, reports or assessments previously or contemporaneously conducted or prepared by or on behalf of, or in this Section 6.1. Notwithstanding anything contained herein the possession of or reasonably available to the contraryCompany or any Company Subsidiary or any of their engineers, Purchaser shall consult with Sellers prior consultants or agents and all other information relating to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling matters in respect of the Transferred Real Propertytheir properties and business.

Access to Information. (a) Sellers agree that, until Between the earlier date of the Executory Contract Designation Deadline this Agreement and the termination of this AgreementClosing Date, Purchaser the Sellers shall be entitledand shall cause the Company and its Subsidiaries and Blocker to, through during ordinary business hours and upon reasonable notice (i) give the Buyer and its Representatives or otherwise, to have reasonable access to all the executive officers, employees and agents of the Company, and the Business, and to the books, records, plants, offices and other facilities and properties constituting the Business to which the Buyer may be permitted access by law, (ii) permit the Buyer to make such reasonable inspections thereof as the Buyer may reasonably request; (iii) cause its officers and Representatives of Sellers and advisors to furnish the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection Buyer with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information with respect to the Business and Blocker as Purchaser the Buyer may from time to time reasonably request; and (iv) cause its officers and advisors to furnish the Buyer a copy of each report, subject, in each case, schedule or other document filed or received by them with the FERC with respect to the confidentiality restrictions outlined Business; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business, (B) neither the Sellers, the Company and its Subsidiaries, nor Blocker shall be required to take any action which would constitute a waiver of the attorney-client privilege and (C) neither the Sellers, the Company and its Subsidiaries, nor Blocker shall be required to supply the Buyer with any information which is subject to a legal obligation not to be supplied. Notwithstanding anything in this Section 6.1. Notwithstanding anything contained herein 7.3 to the contrary, Purchaser any environmental assessment conducted by the Buyer shall consult not include the performance or conduct of any intrusive, Phase II or other sampling or testing at, in, on or underneath the Business. (b) All information furnished to or obtained by the Buyer and its Representatives pursuant to this Section 7.3, including this Agreement, shall be subject to the provisions of the Confidentiality Agreement and shall be treated as confidential pursuant to such agreement. (c) For a period of three (3) years after the Closing Date, the Sellers and their Representatives shall have reasonable access to, including the right to photocopy, scan, fax or otherwise reproduce, all of the books and records of the Business and Blocker, as the case may be, transferred to the Buyer hereunder to the extent that such access may reasonably be required by the Sellers in connection with Sellers matters relating to or affected by the operation of the Business and Blocker, as applicable, prior to conducting the Closing Date; provided, however, that the foregoing time period shall be the greater of five (5) years or the expiration of the applicable statute of limitations, including extensions in the case of Tax matters relating to or affected by the operation of the Business. Such access shall be afforded by the Buyer upon receipt of reasonable advance notice and during normal business hours. The Sellers shall be solely responsible for any environmental investigations costs or examinations expenses incurred by them pursuant to this Section 7.3(c). If the Buyer shall desire to dispose of any naturesuch books and records prior to the expiration of such five-year period, including Phase I the Buyer shall, prior to such disposition, give the Sellers a reasonable opportunity at the Sellers’ expense, to segregate and Phase II site assessments remove such books and any environmental sampling in respect of records as the Transferred Real PropertySellers may select.

Access to Information. (a) Sellers agree that, until Between the earlier date of the Executory Contract Designation Deadline this Agreement and the Closing Date or earlier termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers DGT and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperategive, and shall cause their Subsidiaries and each of direct their respective Representatives accountants and legal counsel to cooperategive, with the Purchaser and its Representatives in connection with such investigation accountants, counsel, financial advisors and examination, and each of other representatives (the “Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(aRepresentatives”), such investigation at reasonable times during normal business hours and examination shall include upon reasonable intervals and notice, access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties all offices and other facilitiesfacilities and to all employees, properties, contracts, agreements, commitments, books and booksrecords, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request(including Tax Returns, subjectinternal working papers, in each caseclient files, client contracts and director service agreements), of or pertaining to the confidentiality restrictions outlined Seller as the Purchaser Representatives may reasonably request regarding the Seller’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and statement of operations, each as they become available, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of any applicable Legal Requirements, and independent public accountant’s work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct such representatives to reasonably cooperate with the Purchaser Representatives in their investigation; provided that the Purchaser Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Seller. No information or knowledge obtained by the Purchaser or any Purchaser Representative pursuant to this Section 6.1. Notwithstanding anything 5.7 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect obligations of the Transferred Real PropertyPurchaser to consummate the Contemplated Transactions. Any information or knowledge obtained by the Purchaser pursuant to this Section 5.7 shall be governed by the terms of the Confidentiality Agreement.

Access to Information. (a) Sellers agree that, From the date hereof until the earlier Closing (upon reasonable notice to and approval of the Executory Contract Designation Deadline Seller, which shall not be unreasonably withheld) during normal business hours with the purpose that an uninterrupted and efficient transfer of the termination Business may be accomplished, the Seller shall, and shall cause the officers, directors, employees, auditors and agents of this Agreementthe Company to (i) afford the officers, employees and authorized agents and representatives of the Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers offices, properties, books and Representatives records of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations Company; (including the Purchased Assets and Assumed Liabilitiesii) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided furtherofficers, that notwithstanding employees and authorized agents and representatives of the notice provisions in Section 9.2 hereofPurchaser to interview the employees of the Company for the purpose of enrolling such employees, all such requests for access to the executive officers of Sellers shall be directed, prior subject to the Closing, in the Purchaser's employee benefits plans; and (iii) furnish to the Chief Financial Officer of Parent or his designeeofficers, employees and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld authorized agents and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality representatives of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information regarding the Company as the Purchaser may from time to time reasonably request; provided, subjecthowever, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Seller or any Affiliate of the Seller, including the Company and the Business; and provided, further, that Seller shall not be required to provide any such information or access to the extent that such information or access would cause Seller to be in breach of any confidentiality restrictions applicable to it. (b) The Seller shall, and shall cause its officers, employees and representatives to, provide reasonable access for the Purchaser and the Purchaser's independent auditors to the financial books and records of the Company in connection with the Purchaser's preparation of such audited and unaudited financial statements of the Company as the Purchaser may reasonably determine are necessary to satisfy the requirements of its financing sources, the Securities Act or the Exchange Act applicable to the Purchaser and its Affiliates. Under no circumstances shall the Seller or any such officer, employee or representative have any liability whatsoever (other than as expressly provided in this Agreement) to the Purchaser, the Purchaser's independent auditors or otherwise to any Person or Governmental Authority, including under the Securities Act or the Exchange Act, in connection with such financial statements or the preparation or use thereof, and the Purchaser shall indemnify, defend and hold harmless the Seller and each casesuch Person against and reimburse the Seller and each such Person for any and all such liability. The preceding sentence shall not apply insofar as the liability is based on erroneous information contained in the financial books and records of the Company. The Purchaser shall pay all expenses in connection with the preparation of such financial statements, including any expenses incurred by the Seller or the Company. (c) The Seller shall provide to the confidentiality restrictions outlined Purchaser promptly after the date hereof, payroll information in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations either electronic or examinations of any naturewritten format concerning each Business Employee, including Phase I such employee's name, social security number, street address, W-4 elections, marital status, FICA contributions to date, and Phase II site assessments and any environmental sampling in respect such person's payroll cycle. The Seller agrees to update such information as of the Transferred Real PropertyClosing Date and as of such other dates as the Purchaser may reasonably request.

Access to Information. (a) Sellers agree Subject to Section 2.9 and the other provisions of this Section 8.1 and subject to compliance with applicable Antitrust Laws, Seller agrees that, until prior to the earlier of the Executory Contract Designation Deadline and the termination of this AgreementClosing Date, Purchaser shall be entitled, through its Representatives or otherwiseRepresentatives, to have reasonable access make such investigation of the assets, properties and operations of the Business and such examination of the books and records of Seller pertaining to the executive officers and Representatives of Sellers and the properties and other facilitiesBusiness, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and the Assumed Liabilities) Liabilities as it reasonably requests and to make extracts and copies of Sellers such books and their Subsidiariesrecords; it being understood, including access to systems, data, databases for benefit plan administration; provided however, that no the foregoing shall not entitle Purchaser to access (i) the books, records and Documents referred to in Section 2.2(h), (ii) any books, records or Documents that Seller reasonably determines that access to which by Purchaser would be competitively disadvantageous to Seller in any material respect or (iii) any books, records or Documents the disclosure of which by Seller to Purchaser would (A) notwithstanding Section 2.9, violate any patient confidentiality obligation of Seller or (B) any other agreement or any obligation of confidentiality to which Seller is a party or is bound prior to the date hereof or (C) any obligation of confidentiality by which Seller is bound under applicable Law. Any such investigation or and examination shall be permitted to the extent that it would, in Sellers’ conducted during regular business hours upon reasonable determination, require any Selleradvance notice and under reasonable circumstances, any Subsidiary request for such examination shall be made to one of the Persons identified on Schedule 8.1 and any Seller or access to any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Sellerthe Facilities by Purchaser must be approved by one of such Persons, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by and Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for ’s access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 information shall be subject to any restrictions set forth in Section 6.24 and on disclosure by Seller to Purchaser or use of the information contained therein by Purchaser applicable pursuant to any agreement to which Seller is a party or is bound prior to the date hereof or under applicable Law. Sellers shall cooperate, and Seller shall cause their Subsidiaries and each of their respective its Representatives to cooperate, cooperate with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall cooperate with Seller and its Representatives and shall use their commercially reasonable best efforts to not materially interfere with minimize any disruption to Seller’s business and operations, including the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1Business. Notwithstanding anything contained herein to the contrary, Seller shall not be required to permit any such investigation or examination if, and to the extent that, Seller, upon advice of counsel, determines that such investigation or examination by Purchaser shall consult with Sellers prior would or is reasonably likely to conducting any environmental investigations or examinations result in a loss of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyattorney-client or attorney work product privilege available to Seller.

Access to Information. (a) Sellers agree that, From the date hereof until the earlier of the Executory Contract Designation Deadline Effective Time and the termination of this AgreementAgreement in accordance with its terms, subject to compliance with applicable Law and the terms of any Contract of the Company or the Joint Ventures existing on the date hereof and in the form on such date, the Company shall: (i) give to the Purchaser shall be entitledand its subsidiaries, through affiliates, and their respective officers, directors, employees, representatives, any financial or other advisors (including its Representatives financing sources) or otherwiseagents, to have (collectively, the “Purchaser Representatives”) reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), management offices, properties (including for the purpose of conducting environmental assessments and other facilitiesinvestigations), books and records, including correspondence with regulators and work papers, of the Company, its subsidiaries and the Sub-One Joint Venture, and books, Contracts and records the Company will use its commercially reasonable efforts to provide such access in respect of the other Joint Ventures; and (including any document retention policies of Sellersii) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s the Purchaser and the Purchaser Representatives such additional financial and operating data and other information in respect of the Company, its subsidiaries and the Joint Ventures as Purchaser such Persons may from time to time reasonably request, subject, in each case, for the purpose of confirming environmental matters, planning any Pre-Acquisition Reorganization and for other Tax Planning purposes and facilitating the orderly integration and combination of the Parties’ organizations and other administrative functions following the Effective Time. (b) Any access to Persons or materials pursuant to Section 7.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company, its subsidiaries, the Joint Ventures or FT Services. (c) For greater certainty, the Purchaser shall treat, and shall cause the Purchaser Representatives to treat, all confidential or proprietary information furnished to the Purchaser or the Purchaser Representatives in connection with the transactions contemplated by this Agreement (including information furnished pursuant to Section 7.4) in accordance with the terms of the Confidentiality Agreement; provided that the Purchaser shall be entitled to provide such information to the Financing Parties in connection with any financing activities undertaken in connection with the Arrangement as well as their respective representatives and to rating agencies, subject to the confidentiality restrictions outlined conditions set forth in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertyConfidentiality Agreement.

Access to Information. (a) Sellers agree thatThe Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, until counsel, financial advisors and other representatives (the earlier of the Executory Contract Designation Deadline "Parent Representatives") and the termination of this Agreement, Purchaser Parent and its subsidiaries shall be entitled, through its Representatives or otherwise, to have reasonable access afford to the executive officers Company and Representatives of Sellers and the properties its accountants, counsel, financial advisors and other facilities, businessesrepresentatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, Contractscontracts, personnelcommitments and records (including, records but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and operations other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or which may have a material effect on their respective businesses, properties or personnel and (including ii) such other information concerning their respective businesses, properties and personnel as Parent or Subsidiary or the Purchased Assets and Assumed Liabilities) of Sellers and their SubsidiariesCompany, including access to systemsas the case may be, data, databases for benefit plan administrationshall reasonably request; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller 7.1 shall inform Purchaser in writing as amend or modify any representations or warranties made herein or the conditions to the general nature obligations of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject respective parties to restrictions set forth in Section 6.24 and under applicable Lawconsummate the Merger. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser Parent and its Representatives in connection with such investigation subsidiaries shall hold and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to cause the Parent Representatives to (b) In the event that this Agreement is terminated in accordance with its terms, each party shall promptly redeliver to the other all non-public written material provided pursuant to this Section 7.1 and shall not materially interfere with retain any copies, extracts or other reproductions in whole or in part of such written material. In such event, all documents, memoranda, notes and other writings prepared by Parent or the business Company based on the information in such material shall be destroyed (and Parent and the Company shall use their respective reasonable best efforts to cause their advisors and representatives to similarly destroy their documents, memoranda and notes), and such destruction (and reasonable best efforts) shall be certified in writing by an authorized officer supervising such destruction. (c) The Company shall promptly advise Parent and Parent shall promptly advise the Company in writing of Sellers and their Subsidiaries. Without limiting any change or the generality occurrence of any event after the date of this Agreement having, or which, insofar as can reasonably be foreseen, in the future may have, any material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the foregoing, subject to Section 6.1(a), such investigation Company and examination shall include reasonable access to Sellers’ executive officers (its subsidiaries or Parent and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiariesits subsidiaries, as applicablethe case may be, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information taken as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertya whole.

Access to Information. From the date hereof until the Closing, Transferor shall (a) Sellers agree that, until afford Acquiror and its Representatives reasonable access to and the earlier right to inspect all of the Executory Contract Designation Deadline assets, premises, Inventory, Books and Records, Contracts and other documents and data related to the termination Business; (b) furnish Acquiror and its Representatives with such financial, operating and other data and information related to the Business as Acquiror or any of its Representatives may reasonably request; and (c) instruct the Representatives of Transferor to cooperate with Acquiror in its investigation of the Business; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Transferor, under the supervision of Transferor’s personnel and in such a manner as not to interfere with the conduct of the Business or any other businesses of Transferor. All requests by Acquiror for access pursuant to this Section 6.02 shall be submitted or directed exclusively to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or such other individuals as Transferor may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, Transferor shall not be required to disclose any information to Acquiror if such disclosure would, in Transferor’s sole discretion: (y) jeopardize any attorney-client or other privilege, or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior . Prior to the Closing, without the prior written consent of Transferor, which may be withheld for any reason, Acquiror shall not contact any suppliers to, or customers of, the Business and Acquiror shall have no right to perform invasive investigations of the Chief Financial Officer of Parent or his designeeLeased Real Property. Acquiror shall, and following shall cause its Representatives to, abide by the Closing, terms of the Confidentiality Agreement with respect to the Chief Restructuring Officer of Parent any access or his or her designee. If any material is withheld information provided pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any 6.02. No investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser Acquiror or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information received by Acquiror shall operate as Purchaser may from time to time reasonably requesta waiver or otherwise affect any representation, subject, in each case, to the confidentiality restrictions outlined warranty or agreement given or made by Transferor in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertyAgreement.