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 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. (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. 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 thatSeller shall afford Buyer and its accountants, until counsel, consultants, financial advisors, and other representatives (collectively, the earlier “Representatives”) access during normal business hours throughout the period prior to the Closing Date to its (x) properties, books, contracts, studies and reports, environmental studies and reports, commitments and records as it reasonably requests to the extent such documents relate to the Assets or Seller Sub, and Buyer shall be permitted to make extracts and copies of such books and records; provided that such access shall not interfere with the Executory Contract Designation Deadline normal business operations of Seller and (y) officers and other senior management personnel who have oversight responsibility for the termination Assets. All Confidential Information furnished pursuant to the provisions of this Agreement, Purchaser shall including without limitation this Section, will be entitledkept confidential by Buyer in accordance with the terms and conditions of the Confidentiality Agreement dated as of October 22, through its Representatives or otherwise2004 between Buyer and Dxxxxxx & Associates, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilitiesL.P., 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 designeeon behalf of, 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)as agent for, Seller shall inform Purchaser in writing as to (the general nature of what is being withheld and the reason for withholding such material“Confidentiality Agreement”). (b) Any investigation In the event that this Agreement is terminated in accordance with its terms, Buyer shall (and examination contemplated by Buyer shall cause its Representatives to) upon the written request of Seller promptly return all written Confidential Information provided pursuant to 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 or any other provision of their respective Representatives to cooperate, with Purchaser and its Representatives this Agreement or otherwise in connection with the Transactions and shall not retain any copies, extracts or other reproductions in whole or in part of such investigation written material, other than one copy thereof which shall be delivered to independent counsel for such party and examination, and each of Purchaser Buyer and its Representatives shall use their reasonable best efforts continue to not materially interfere with be bound by the business provisions 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. (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 Xxxxx 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. 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. (a) Sellers agree that, until Between the date hereof and the Second Closing or the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser BHC (i) shall be entitledgive Buyers and their authorized representatives reasonable access, through its Representatives or otherwiseduring regular business hours and upon reasonable advance notice, to have reasonable access to the executive officers and Representatives of Sellers and the properties such employees, plants, offices, warehouses, and other facilities, businessesand such books and records of the Fresh Produce Companies, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers as are reasonably necessary to allow Buyers and their Subsidiariesauthorized representatives to make such inspections as they may reasonably require to verify the accuracy of any representation or warranty contained in Article IV and (ii) shall cause BHC's officers and those of the Fresh Produce Companies to furnish Buyers and their authorized representatives with such financial and operating data and other information with respect to the Fresh Produce Companies or the DNAP Assets as Buyers may from time to time reasonably request; provided, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination BHC shall be permitted have the right to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary have a representative present at all times 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 Sellersuch inspections, 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 designeeinterviews, and following examinations conducted at or on the Closingoffices or other facilities or properties of BHC or the Fresh Produce Companies. Buyers shall indemnify, to the Chief Restructuring Officer defend and hold harmless BHC from and against any Losses asserted against or suffered by BHC relating to, resulting from or arising out of Parent examinations or his inspections made by any Buyer or her designee. If any material is withheld its authorized representatives pursuant to this Section 6.1(a7.1(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 Each Buyer agrees that all Confidential Information shall be subject kept confidential by such Buyer and shall not be disclosed by such Buyer in any manner whatsoever; provided, however, that (i) any of such Confidential Information may be disclosed to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperatesuch directors, officers, employees, and authorized representatives (including without limitation attorneys, accountants, consultants, bankers, and financial advisors) of such Buyer (collectively, for purposes of this Section, "Savia Representatives") as need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such Savia Representatives shall cause their Subsidiaries be informed by Buyers of the confidential nature of such information and each shall be required to treat such information confidentially), (ii) any disclosure of their respective Representatives Confidential Information may be made to cooperatethe extent to which BHC consents in writing, and (iii) Confidential Information may be disclosed by Buyers or any Savia Representative to the extent that, in the opinion of counsel for Buyers or such Savia Representative, the applicable Buyer or such Savia Representative is legally compelled to do so, provided that, prior to making such disclosure, such Buyer or such Savia Representative, as the case may be, advises and consults with Purchaser BHC regarding such disclosure and its Representatives provided further that such Buyer or such Savia Representative, as the case may be, discloses only that portion of the Confidential Information as is legally required. Each Buyer agrees that none of the Confidential Information will be used for any purpose other than in connection with such investigation the transactions contemplated hereby. The term "Confidential Information," as used herein, means all information (irrespective of the form of communication) obtained by or on behalf of any Buyer from BHC or its representatives pursuant to this Section and examinationall similar information obtained from BHC or its representatives by or on behalf of any Buyer prior to the date of this Agreement, other than information which (i) was or becomes generally available to the public other than as a result of disclosure by any Buyer or any Savia Representative, or (ii) was or becomes available to Buyers on a nonconfidential basis prior to disclosure to any Buyer by BHC or its representatives. If this Agreement is terminated, Buyers shall promptly return, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere cause all Savia Representatives to promptly return, all Confidential Information to BHC without retaining any copies thereof, provided that such portion of the Confidential Information as consists of notes, compilations, analyses, reports, studies, or other documents prepared by any Buyer or Savia Representatives shall be destroyed. (c) Buyers agree that BHC may retain, subsequent to the consummation of the transactions contemplated hereby, (i) copies of any books and records which may be relevant in connection with the defense of (A) the matters referred to in Article XII or (B) disputes arising hereunder; and (ii) all consolidating and consolidated financial information and all other accounting books and records prepared or used in connection with the preparation of financial statements of BHC or any parent company of any of the Fresh Produce Companies. (d) The applicable Buyer agrees that, subsequent to the consummation of the transactions contemplated hereby, it shall preserve and keep all books and records relating to the business or operations of Sellers and their Subsidiariesthe Fresh Produce Companies on or before the Second Closing Date in such Buyer's possession for a period of at least 10 years after the Second Closing Date. Without limiting the generality of Notwithstanding the foregoing, subject the applicable Buyer agrees that it shall preserve and keep all books and records of the Fresh Produce Companies relating to Section 6.1(a), any investigation instituted by a Governmental Entity or any litigation (whether or not existing on the Second Closing Date) if any possibility exists that such investigation and examination shall include reasonable access or litigation may relate 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, matters occurring prior to the confidentiality restrictions outlined Second Closing, without regard to the 10-year period 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 Property7.1(d).

Access to Information. (a) Sellers agree thatDuring the Pre-Closing Period, until and upon reasonable advanced notice received from Buyer, Seller shall give Buyer and its authorized representatives, including, without limitation, environmental and real estate professionals, reasonable access during regular business hours, to all Books and Records, to Tax records, Tax Returns and any other Tax related documents related to the earlier Business or the Purchased Assets, solely to the extent such Tax records, Tax Returns and other Tax related documents relate to Specified Taxes, and to properties, plants, office, warehouses, Facilities, and employees of the Executory Contract Designation Deadline and Business, such access to be exercised in a manner that does not unreasonably interfere with Seller’s operations; provided that Buyer shall not have any right to conduct any Phase II environmental investigation or other invasive sampling. Notwithstanding anything to the termination of contrary in this Agreement, Purchaser Seller shall not be entitled, through its Representatives required to disclose any information or otherwise, to have reasonable provide any 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 Buyer or its representatives if such disclosure or 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’ Seller’s reasonable determinationjudgment, require (i) jeopardize any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client or other legal privilege or in conflict with (ii) violate any confidentiality agreement to which Contract or contravene any Seller, any Subsidiary of any applicable Law or fiduciary duty (provided that Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will shall use its 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 put in place arrangements to permit such disclosure without violating such Contracts or contravening such Laws or fiduciary duties). During the access requested); provided furtherPre-Closing Period, that notwithstanding the notice provisions in Section 9.2 hereofSeller shall provide Buyer, within a reasonable period of time, all inquiries or other information received from a Governmental Authority or any other Third Party regarding any pending Permit application and shall allow Buyer reasonable opportunity to participate in responding to any such requests for access inquiries, in each case to the executive officers of Sellers shall be directed, prior extent permitted by applicable Laws. All information and access provided to the Closing, to the Chief Financial Officer of Parent Buyer or his designee, 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 material. (b) Any investigation and examination contemplated by this Section 6.1 6.4 shall be subject to restrictions set forth in Section 6.24 the terms of the Confidentiality Agreement. Buyer 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 Seller shall use their commercially reasonable best efforts to not materially interfere with cooperate in 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 joint defense of any nature, including Phase I and Phase II site assessments and Action resulting from such disclosure’s violation of any environmental sampling in respect Contract or contravention of the Transferred Real Propertyany applicable Laws or fiduciary duty.

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 use commercially 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 directedto, prior to the Closing, provide to the Chief Financial Officer of Parent or his designeePurchaser, through its officers, employees and representatives (including their respective legal Advisors and accountants), reasonable access, during normal business hours, and following the Closingupon reasonable advance written request, to the Chief Restructuring Officer books and records, including work papers, schedules, memoranda, Tax Returns, Tax schedules, Tax rulings, and other documents (for the purpose of Parent examining and copying) relating to the Acquired Assets, the Acquired Businesses, the Excluded Assets, the Assumed Liabilities or his the Excluded Liabilities with respect to periods or her designeeoccurrences 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). If any material is withheld The information provided pursuant to this Section 6.1(a)5.2 will be used solely for the purpose of consummating the transactions contemplated hereby, Seller shall inform and will be governed by the Confidentiality Agreement. Purchaser in writing will, and will cause their Advisors to, abide by the terms of the Confidentiality Agreement. Sellers make no representation or warranty as to the general nature accuracy of what is being withheld any information, if any, provided pursuant to this Section and Purchaser may not rely on the reason for withholding accuracy of any such materialinformation. (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 cooperatePurchaser will not, and shall cause their Subsidiaries and each will not permit any member of their respective Representatives to cooperatethe Purchaser Group to, with Purchaser and its Representatives in connection with such investigation and examinationcontact any officer, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the manager, director, employee, customer, supplier, lessee, lessor, lender, licensee, licensor, distributor, noteholder or other material business relation of Sellers and their Subsidiaries. Without limiting prior to the generality of Closing with respect to Sellers or 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, subjectTransactions, in each case, to case without the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with prior written consent of 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 Propertyfor each such contact.

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 that, From the time this Agreement is signed by all of the parties hereto until the earlier of Closing, Parent shall use its commercially reasonable efforts to cause the Executory Contract Designation Deadline Companies and their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford the termination of this AgreementPurchasers and their authorized representatives reasonable access, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access subject to the executive officers Confidentiality Agreements and Representatives of Sellers applicable Law 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 solely to the extent that it would, such access is available to Parent in Sellers’ reasonable determination, require the ordinary course of business and can be provided to the Purchasers without any Seller, any Subsidiary breach 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 caseContract, to the extent requested by Purchaseroffices and properties of each Company and, Sellers will use reasonable best efforts to seek an amendment or appropriate waiveron Parent’s premises, or necessary consentsthe Books and Records of each Company, 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 and (ii) make available to the executive officers of Sellers shall be directedofficers, prior to the Closing, to the Chief Financial Officer of Parent or his designeeemployees, 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 foregoingPurchasers, subject to Section 6.1(a)on Parent’s premises, 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 Companies (or copies thereof) as any Purchaser may from time to time reasonably request, subjectsolely to the extent such access is available to Parent in the ordinary course of business and can be provided to the Purchasers without any violation of Law or breach of Contract; provided, however, that: (A) any such access or availability shall be provided at the expense of the Purchaser(s) requesting such access or available, during normal business hours upon reasonable advance notice to Parent, under the supervision of Parent’s personnel and in such a manner as not to interfere with the normal operations of the Companies; (B) all requests by the Purchasers for access or availability pursuant to this Section 5.02 shall be submitted or directed exclusively to an individual to be designated by Parent; and (C) Parent and the Companies shall not be required to provide any Books and Records or reports based thereon that they do not maintain or prepare in the ordinary course of their business. Notwithstanding anything to the contrary in this Agreement, Parent shall not be required to disclose any information to the Purchasers if such disclosure would, in Parent’s sole discretion, (i) cause significant competitive harm to Parent or the Companies and their respective businesses if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. (b) Following the Closing, as soon as available but in no event later than February 14, 2008, Master LLC shall provide to Parent the audited combined consolidated balance sheet of the Companies and the related audited combined consolidated statements of operations, stockholders’ or members’ equity and cash flows of the Companies for the period beginning on January 1, 2007 and ending on December 31, 2007. In addition, as soon as available but in no event later than 90 days following the Closing Date, Master LLC shall provide to Parent, the audited combined consolidated balance sheet of the Companies and the related audited combined consolidated statements of operations, stockholders’ or members’ equity and cash flows of the Companies for the period beginning on January 1, 2008 and ending on the Closing Date (such period ending on the Closing Date, the “Stub Period”). In each case, such financial reports shall be accompanied by the report thereon of the Auditors (as such term is defined in the LLC Agreement). The Purchasers and Master LLC shall cause the Auditors to provide such consents as are required for Parent to comply with the confidentiality restrictions outlined Exchange Act and the rules and regulations promulgated thereunder, and shall otherwise cooperate with Parent in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult order that Parent may comply 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 such obligations in respect of Master LLC. The fees and expenses of the Transferred Real PropertyAuditors for preparing the audited financial statements relating to the Stub Period shall be borne by Parent.

Access to Information. (a) Sellers agree thatSubject to applicable Laws, from the date of this Agreement until the earlier of the Executory Contract Designation Deadline Closing, Seller will, and the termination of this Agreementwill cause its Subsidiaries to, Purchaser shall be entitled, through give Buyer and its Representatives or otherwise, to have reasonable access to (i) all of the executive officers Acquired FH Assets and Representatives FH Assets and assets of Sellers the Transferred FH Companies and their Closing Subsidiaries, Real Property, the properties Transferred FH Books and Records 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 FH Companies and their Subsidiaries, including access Closing Subsidiaries and to systems, data, databases for benefit plan administrationfurnish such other information in respect of the operation of the FH Business as Buyer may reasonably request; provided howeverprovided, that no all requests for access pursuant to this Section 5.2 shall be made in writing and shall be directed to and coordinated with the Vice President, Investor Relations, Colfax Corporation, or such person or persons as he/she shall designate; provided, further, that any such access shall be conducted at a reasonable time, upon reasonable advance notice to Seller, and in such a manner as not to interfere unreasonably with the operation of any business conducted by any Transferred FH Company or its Closing Subsidiaries; provided, further, that any such access or information request shall not involve any Phase 2 environmental assessment or other invasive sampling, investigation or examination work of any kind. All such information and access shall be permitted subject to the terms and conditions of the confidentiality agreement dated May 8, 2017 between Buyer and Seller (the “Confidentiality Agreement”). Notwithstanding the foregoing, Seller and its Subsidiaries shall not be required to provide any such information (i) as and to the extent that it wouldrelates to the Excluded Businesses, in Sellers’ reasonable determinationthe Excluded Assets or the Retained Liabilities, require any Seller, any Subsidiary of any (ii) if the Seller or any of their respective Representatives its Subsidiaries believes in good faith that doing so presents a significant risk, based on advice of outside counsel of resulting in a loss of the ability to disclose information subject to attorney-client privilege successfully assert a claim of Privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any (iii) if Seller or any of their respective Representatives its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are bound adverse parties in a litigation (in which caseother than a litigation with respect to this Agreement) and such information is reasonably pertinent thereto; provided, 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 that, in the notice provisions case of clause (ii) above, the parties hereto shall reasonably cooperate in Section 9.2 hereof, all seeking to find a way to allow disclosure of 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 information without resulting 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 a loss of the foregoing, subject ability to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees successfully assert a claim 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 PropertyPrivilege.

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) 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 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. 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 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) 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 xxxx 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. (a) Sellers agree thatUpon reasonable notice, until each party shall, and shall cause its subsidiaries to, afford to the earlier officers, directors, employees, accountants, counsel, investment banker, financial advisor and other representatives of the Executory Contract Designation Deadline and other (collectively, "REPRESENTATIVES") reasonable access, during normal business hours throughout the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwiseperiod prior to the Closing Date, to have reasonable access to the executive officers and Representatives all of Sellers and the properties and other its properties, operating facilities, businesses, books, Contractscontracts, personnelcommitments and records (including, records and operations (including the Purchased Assets and Assumed Liabilitiesbut not limited to, Tax Returns) 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 such party or any of their respective Representatives its subsidiaries is not under a legal obligation not to disclose information subject provide access or to the extent that such access would not constitute a waiver of the attorney-client privilege and does not unreasonably interfere with the business and operations of such party; provided that such right of access shall include reasonable environmental assessment with respect to any properties of the parties hereto or in conflict with any confidentiality agreement their respective subsidiaries. During such period, each party shall, and shall cause its subsidiaries to, furnish promptly to which any Sellerthe other (a) access to each reasonably available report, any Subsidiary of any Seller schedule and other document filed or received by it or any of their respective Representatives are bound (in which case, its subsidiaries pursuant to the extent requested by Purchaserrequirements of federal or state securities laws or filed with the SEC, Sellers will use reasonable best efforts to seek an amendment the Department of Justice, the Federal Trade Commission, any state authority with jurisdiction over public utilities or appropriate waiverany other federal or any state regulatory agency or commission, or necessary consentsand (b) all information concerning themselves, their subsidiaries, directors, officers and shareholders and such matters as may be reasonably requested by the other party in connection with any filings, applications or approvals 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, contemplated by this Agreement. All documents and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld information furnished 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 SECTION 4.10 shall be subject to restrictions set forth the Confidentiality Agreement, dated October 6, 2000, between J Net and the Company (the "CONFIDENTIALITY AGREEMENT"). The party requesting copies of any documents from any other party hereto shall be responsible for all out-of-pocket expenses incurred by the party to whom such request is made 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 complying with such investigation and examinationrequest, 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 cost of Sellers) reproducing 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 delivering 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 Propertyrequired information.

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 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. 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. (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 xxxx 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. (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 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 (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. During the Pre-Closing Period, and subject to Section 5.05(b)(vii), (a) Sellers agree thatSDTS shall afford SU and its Representatives and (b) SU shall, until and shall cause GS LLC to, afford SDTS, Oncor and their respective Representatives reasonable access, upon reasonable prior notice and during normal business hours, to (i) the earlier of STX Assets or the Executory Contract Designation Deadline and NTX Assets, as applicable, (ii) the termination of this Agreementsenior management personnel engaged in the Subject STX Operations or the Subject NTX Operations, Purchaser as applicable (in accordance with such reasonable procedures as shall be entitleddetermined by the party providing such access), through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses(iii) properties, books, Contracts, personnelcommitments and records relating to the Subject STX Operations or the Subject NTX Operations, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiariesas applicable, including for purposes of conducting non-intrusive environmental assessments and (iv) all other financial, operating and data and information as the party requesting such access shall reasonably request in writing relating to systemsthe STX Assets or NTX Assets, dataas applicable; provided, databases for benefit plan administration; provided however, that in each case such access shall not interfere unreasonably with the business and operations of the party providing such access and shall not include any invasive environmental sampling or testing, including but not limited to testing or sampling of facility surface and subsurface soils and water, air or building materials (unless the party who owns the relevant property and is providing such access shall consent in writing to such sampling or testing). Nothing contained in this Section 5.03 shall obligate any parties or their respective Affiliates or representatives to violate any applicable Law or breach any duty of confidentiality owed to any Person, whether such duty arises contractually, statutorily or otherwise. In addition, notwithstanding anything to the contrary contained in this Section 5.03, no such investigation party or examination any of its Affiliates shall be permitted obligated to provide to any other party (x) any work papers or similar materials prepared by the independent public accountants of such party or its Affiliates, except to the extent that it wouldsuch accountants agree to provide access to such work papers or similar materials upon such terms and conditions as shall be determined by such accountants in their sole discretion (provided that each party shall use commercially reasonable efforts to seek such access), in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives (y) access to or to disclose information subject to where such access or disclosure would (i) breach any agreement with a third party, (ii) constitute a waiver of or jeopardize the attorney-client or other privilege held by such party or (iii) otherwise violate any applicable Law (provided that each party shall use commercially reasonable efforts to allow for such access or disclosure in conflict with any confidentiality agreement to which any Sellera manner that does not result in such a loss, any Subsidiary breach or violation of any Seller or any of their respective Representatives are bound (in which case, to the extent such privilege). If 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, Oncor prior to the Closing, to but not more than once per calendar month, SU will provide Oncor a written summary in reasonable detail of the Chief Financial Officer of Parent or his designeeactions taken by SU under the LP&L Participation Agreement and all budgets, projections 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 cost estimates prepared 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 Propertyprojects contemplated thereby.

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 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 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 xxxx 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. (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 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. (a) Sellers agree thatUpon reasonable notice and subject to applicable Laws relating to the exchange of information, until each of Marigold and Montage shall, and shall cause its Subsidiaries to, afford to the officers, employees, accountants, counsel and other Representatives of the other, reasonable access, during normal business hours during the period from the date of this Agreement to the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through Agreement in accordance with its Representatives or otherwiseterms and the Effective Time, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businessesall its properties, books, Contractscontracts and records, personneland, records during such period, each of such parties shall, and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiariesshall cause its Subsidiaries to, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted make available to the extent that it wouldother all other information concerning its business, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or properties and personnel as the other may reasonably request. Neither Marigold and Montage nor any of their respective Representatives Subsidiaries shall be required to provide access to or to disclose information subject to where such access or disclosure would jeopardize the attorney-client privilege of such party or in conflict with its Subsidiaries or contravene any confidentiality Law, rule, regulation, order, judgment, decree or fiduciary duty or binding agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, entered into prior to the extent requested by Purchaser, Sellers will date of this Agreement. Each of Marigold and Montage shall use reasonable best efforts to seek an amendment or make appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure substitute disclosure arrangements under circumstances in which the form restrictions 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 materialpreceding sentence apply. (b) Any investigation All information and examination contemplated by materials provided pursuant to this Section 6.1 Agreement shall be subject to restrictions the provisions of that certain confidentiality agreement, dated as of October 19, 2015, by and between Montage and Marigold (the “Confidentiality Agreement”). (c) No investigation by either of the parties or their respective Representatives shall affect the representations and warranties of the other set forth in Section 6.24 and under applicable Law. Sellers this Agreement. (d) Notwithstanding any other provision of this Agreement, after the date such communications are prohibited by the FCC, neither Montage nor Marigold shall cooperatebe required to provide or communicate to the other or permit the other to have access to any information that would communicate, and shall cause their Subsidiaries and each of their respective Representatives to cooperatedirectly or indirectly, with Purchaser and its Representatives bids or bidding strategies 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 FCC Broadcast Incentive Auction in violation of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees anti-collusion provisions 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 Subsidiariesthe FCC Broadcast Incentive Auction Rules, as applicable, shall have the right to they may 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 interpreted from time to time reasonably requestby the FCC. (e) Marigold and Montage acknowledge that (1) the FCC has announced its intention to conduct the FCC Broadcast Incentive Auction no earlier than March 29, subject2016; (2) the FCC Broadcast Incentive Auction will require television station participants to file applications reflecting their intention to participate (the “Auction Applications”); (3) following the date that such Auction Applications are required to be filed, certain direct and indirect communications between Marigold and Montage regarding the FCC Broadcast Incentive Auction, including whether either Marigold or Montage intends to participate in each casethe FCC Broadcast Incentive Auction, as well as their bids or bidding strategies, will be prohibited by 47 C.F.R. § 1.2205(b) (the “Prohibited Communications”); and (4) such Prohibited Communications will remain prohibited until the FCC publicly announces the results of the FCC Broadcast Incentive Auction (the period between the date Auction Applications are required to be filed and the FCC’s public announcement of the Auction results hereinafter referred to as the “Anti-Collusion Rule Period”). During the Anti-Collusion Rule Period, neither Marigold nor Montage shall make any statement, either oral or written, or take any action that is prohibited under 47 C.F.R. § 1.2205(b). Notwithstanding any other provision of this Agreement, neither Montage nor Marigold shall be required to provide or communicate to the confidentiality restrictions outlined other or permit the other to access to any information that would communicate, directly or indirectly, its bids or bidding strategies 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 FCC Broadcast Incentive Auction in respect violation of the Transferred Real Propertyanti-collusion provisions of the FCC Broadcast Incentive Auction Rules, as they may be interpreted from time to time by the FCC.

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 thatSeller shall, until and shall cause the earlier of the Executory Contract Designation Deadline Company to, during ordinary business hours and the termination of this Agreement, upon reasonable notice (i) give Purchaser shall be entitled, through and its Representatives or otherwise, to have representatives reasonable access to the executive officers Business; and Representatives of Sellers (ii) permit Purchaser and the properties and other facilitiesits representatives to make such reasonable inspections thereof as Purchaser may reasonably request; 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) any such investigation inspection will be conducted in such a manner as not to materially interfere with the operations of the Business or examination any other Person; and (B) neither Seller nor the Company shall be permitted required to take any action which would constitute or result in a waiver of 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 violate any confidentiality agreement Contract or applicable Law. If any material is withheld pursuant to which any Sellerthe preceding sentence, any Subsidiary of any Seller or any of their respective Representatives are bound (in which caseshall, to the extent requested by Purchaserpossible without violating legal restrictions or losing attorney-client privilege, Sellers will inform Purchaser of such fact and provide a description of the general nature of what is being withheld, and the Parties shall use commercially reasonable best efforts to seek an amendment or appropriate waiverobtain any consents necessary, or necessary consents, as may be required to avoid such conflict, or restructure the form of accessaccess and/or make other arrangements, so as to permit the access requested); provided further. Purchaser shall indemnify and hold harmless Seller from and against any Losses incurred by Seller, that notwithstanding its Affiliates or its or their representatives by any action of Purchaser or its Representatives while present on any premises to which Purchaser is granted access hereunder. Notwithstanding anything in this Section ‎5.2(a) to the notice provisions in Section 9.2 hereofcontrary, all such requests for (x) Purchaser will not have access to personnel records if such access could, in Seller’s good faith judgment, subject Seller to risk of liability or otherwise violate applicable Law, including the executive officers Health Insurance Portability and Accountability Act of Sellers shall 1996 and (y) any inspection relating to environmental matters by or on behalf of Purchaser will 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 any right to perform or conduct any other investigation or inspection, including sampling or testing at, in, on, around or underneath any of 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 materialReal Property. (b) Any investigation For a period of seven years after the Closing Date, each Party and examination contemplated by this Section 6.1 shall be subject its representatives will have reasonable access to restrictions set forth all of the books and records relating to the Company (except for the books and records relating to the Elizabethtown Gas and Elkton Gas business divisions of the Company) in Section 6.24 and under applicable Law. Sellers shall cooperatethe possession of the other Party, and shall cause their Subsidiaries and each to the employees of their respective Representatives the other Party, to cooperate, with Purchaser and its Representatives the extent that such access may reasonably be required by such Party in connection with such investigation any Action. Such access will be afforded by the applicable Party upon receipt of reasonable advance notice and examinationduring normal business hours, and each of Purchaser and its Representatives shall use their reasonable best efforts will be conducted in such a manner as not 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 will be solely responsible for any costs or expenses incurred by either 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 (including any document retention policies for a period 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 seven 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 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 Sellers 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 related to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller Business 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 Assumed Liabilities unless such access would violate applicable 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); 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 Buyer and its Representatives in connection representatives to make such reasonable inspections thereof as the Buyer may reasonably request; (iii) furnish the 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, the related Business and the Assumed Liabilities as Purchaser the Buyer may from time to time reasonably request; and (iv) furnish the Buyer a copy of each report, subjectSchedule or other document filed or received by them with respect to the Purchased Assets or the related Business with the SEC, MPUC, MDEP, FERC, DOE, EPA or other relevant regulatory agency; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the Purchased Assets, (B) the Sellers shall not be required to take any action which would constitute a waiver of the attorney-client privilege and (C) the Sellers need not supply the Buyer with any information which the Sellers, in each casetheir reasonable judgment, are under a legal obligation not to supply, provided that Sellers describe, to the confidentiality restrictions outlined extent permissible, the nature of the information withheld. Notwithstanding anything in this Section 6.1. Notwithstanding anything contained herein 7.2 to the contrary, Purchaser (i) the Sellers will only furnish or provide such access to personnel and medical records as is required by law, 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 or adjacent to the Purchased Assets. (b) All information furnished to or obtained by the Buyer and the Buyer Representatives pursuant to this Section 7.2 shall be "Information" for purposes of Section 7.11 hereof. (c) Subject to the last two sentences of this paragraph (c), for a period of ten years after the Closing Date, the Sellers and their representatives shall have reasonable access to all of the Transferred Real Propertybooks and records of the Purchased Assets transferred to the Buyer hereunder to the extent that such access may reasonably be required by the Sellers in connection with matters relating to or affected by the operation of the Purchased Assets prior to the Closing Date. 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 costs or expenses incurred by them pursuant to this Section 7.2(c). If the Buyer shall desire to dispose of any such books and records prior to the expiration of such ten-year period, the Buyer shall, prior to such disposition, give the Sellers a reasonable opportunity, at the Sellers' expense, to segregate and remove such books and records as the Sellers may select. (d) Subject to the last two sentences of this paragraph (d), for a period of ten years after the Closing Date, the Buyer and Buyer Representatives shall have reasonable access to all of the books and records of the Purchased Assets retained by the Sellers to the extent that such access may reasonably be required by the Buyer in connection with matters relating to or affected by the operation of the Purchased Assets subsequent to the Closing Date; provided, however, that Sellers shall not be required to provide access to personnel or medical records except as required by law. Such access shall be afforded by the Sellers upon receipt of reasonable advance notice and during normal business hours. In addition, the Sellers will cooperate in the defense of any action brought against the Buyer by a former employee of the Sellers. The Buyer shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 7.2(d). If any Seller shall desire to dispose of any such books and records prior to the expiration of such ten-year period, such Seller shall, prior to such disposition, give the Buyer a reasonable opportunity at the Buyer's expense, to segregate and remove such books and records as the Buyer may select; provided, however, that the Sellers will use best efforts to preserve all employment and medical records of those employees who are hired by the Buyer as of the Closing Date, for a period of not less than ten (10) years from the Closing Date. (e) If within ten years after the Closing Date the MPUC shall commence an investigation of the reasonableness of any term or condition of this Agreement, Buyer shall fully cooperate with the Sellers in providing any information or testimony which may be helpful to Sellers in establishing the reasonableness of the terms and conditions of the Agreement. Sellers shall be responsible for any costs or expenses incurred by Buyer pursuant to this Section 7.2(e).

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) 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 thatFrom and after the Distribution Date, until the earlier of the Executory Contract Designation Deadline Safety shall afford to New Xxxxxx and the termination of this Agreementits authorized accountants, Purchaser shall be entitled, through its Representatives or otherwise, to have counsel and other designated representatives reasonable access (including using reasonable efforts to the executive officers give access to persons or firms possessing information) and Representatives of Sellers and the properties and other facilities, businessesduplicating rights during normal business hours to all records, books, Contractscontracts, personnelinstruments, records computer data and operations other data and information (collectively, "Information") within Safety's possession insofar as such access is reasonably required by New Xxxxxx, subject to appropriate restrictions for classified information. Similarly, New Xxxxxx shall afford to Safety and its authorized accountants, counsel and other designated representatives reasonable access (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including using reasonable efforts to give access to systemspersons or firms possessing information) and duplicating rights during normal business hours to Information within New Xxxxxx'x possession, datainsofar as such access is reasonably required by Safety. Information may be requested under this Article VII for, databases for benefit plan administration; provided howeverwithout limitation, that no such investigation or examination shall be permitted to the extent that it wouldaudit, in Sellers’ reasonable determinationaccounting, require any Sellerclaims, 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 consentslitigation and tax purposes, as may be required to avoid such conflict, or restructure the form well as for purposes of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests fulfilling disclosure and reporting obligations and 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 performing this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld Agreement and the reason for withholding such materialtransactions contemplated hereby. (b) Any investigation For a period of five years following the Distribution Date, each of New Xxxxxx and examination Safety shall provide to the other, promptly following such time at which such documents shall be filed with the Commission, all documents which shall be filed by it or any of its subsidiaries with the Commission pursuant to the periodic and interim reporting requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder. (c) In furtherance of the rights and obligations of the parties set forth in subsections (a) and (b) of this Section 7.02: (i) Each party hereto acknowledges that (A) each of Safety and the Retained Subsidiaries (the "Safety Group") on the one hand, and New Xxxxxx and the New Xxxxxx Subsidiaries (the "New Xxxxxx Group") on the other hand, has or may obtain Information regarding a member of the other Group, or any of its operations, employees, Assets or Liabilities (whether in documents or stored in any other form or known to its employees or agents) that is or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine or other applicable privileges ("Privileged Information"); (B) there are a number of actual, threatened or future litigations, investigations, proceedings (including arbitration proceedings), claims or other legal matters that have been or may be asserted by or against, or otherwise affect, each or both of Safety and New Xxxxxx (or members of either Group) ("Litigation Matters"); (C) Safety and New Xxxxxx have a common legal interest in Litigation Matters, in the Privileged Information, and in the preservation of the confidential status of the Privileged Information, in each case relating to the Safety Business or the New Xxxxxx Businesses as it or they existed prior to the Distribution Date or relating to or arising in connection with the relationship between the constituent elements of the Groups on or prior to the Distribution Date; and (D) the Company, Safety and New Xxxxxx intend that the transactions contemplated by this Section 6.1 Agreement and the Ancillary Agreements and any transfer of Privileged Information in connection herewith or therewith shall not operate as a waiver of any potentially applicable privilege. (ii) Each of the Company, Safety and New Xxxxxx agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose or otherwise waive any privilege attaching to any Privileged Information relating to the New Xxxxxx Businesses or the Safety Business as they or it existed prior to the Distribution Date, respectively, or relating to or arising in connection with the relationship between the Groups on or prior to the Distribution Date, without providing prompt written notice to and obtaining the prior written consent of the other, which consent shall not be unreasonably withheld and shall not be withheld if the other party certifies that such disclosure is to be made in response to a likely threat of suspension or debarment or similar action; provided, however, that Safety and New Xxxxxx may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relates, in the case of Safety, solely to the Safety Business as it existed prior to the Distribution Date or, in the case of New Xxxxxx, solely to the New Xxxxxx Businesses as they existed prior to the Distribution Date. In the event of a disagreement between any member of the Safety Group and any member of the New Xxxxxx Group concerning the reasonableness of withholding such consent, no disclosure shall be subject made prior to restrictions set forth a final, nonappealable resolution of such disagreement by a court of competent jurisdiction. (iii) Upon any member of the Safety Group or any member of the New Xxxxxx Group receiving any subpoena or other compulsory disclosure notice from a court, other governmental agency or otherwise which requests disclosure of Privileged Information, in Section 6.24 each case relating to the New Xxxxxx Businesses or the Safety Business, respectively, as they or it existed prior to the Distribution Date or relating to or arising in connection with the relationship between the constituent elements of the Groups on or prior to the Distribution Date, the recipient of the notice shall promptly provide to Safety, in the case of receipt by a member of the New Xxxxxx Group, or New Xxxxxx, in the case of receipt by a member of the Safety Group, a copy of such notice, the intended response, and under applicable Lawall materials or information relating to the other Group that might be disclosed. Sellers In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in paragraph (ii) above, Safety and New Xxxxxx shall cooperatecooperate to assert all defenses to disclosure claimed by either Group, at the cost and expense of the Group claiming such defense to disclosure, and shall cause their Subsidiaries not disclose any disputed documents or information until all legal defenses and each claims 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 privilege 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 Propertybeen finally determined.

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. 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 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. 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 shall govern) and subject to appropriate restrictions for Privileged Information or Confidential Information: (a) Sellers agree thatAfter the Effective 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 entitledVeralto for specific and identified Information: (i) that (x) relates to Veralto or the Veralto Business, through its Representatives or otherwiseas the case may be, to have reasonable access prior to the executive officers and Representatives Effective Time or (y) is necessary for Veralto to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Xxxxxxx and/or Veralto are parties, Xxxxxxx 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 Veralto has a reasonable need for such originals) in the Purchased Assets and Assumed Liabilities) possession or control of Sellers and their Xxxxxxx 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 caseVeralto; provided that, to the extent any originals are delivered to Veralto pursuant to this Agreement or the Ancillary Agreements, Veralto shall, at its own expense, return them to Xxxxxxx 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 Xxxxxxx, in its sole discretion, determines that any such access or the provision of any such Information would violate any Law or Contract with a third party or could reasonably result in the waiver of any Privilege, Xxxxxxx shall not be obligated to provide such Information requested by PurchaserXxxxxxx; (ii) that (x) is required by Veralto 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 Veralto (including under applicable securities laws) by a Governmental Entity having jurisdiction over Veralto, 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, Xxxxxxx shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Veralto has a reasonable need for such originals) in the possession or control of Xxxxxxx 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)Veralto; 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 Veralto pursuant to this Section 6.1(a)Agreement or the Ancillary Agreements, Seller Veralto shall, at its own expense, return them to Xxxxxxx within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event that Xxxxxxx, in its sole discretion, determines that any such access or the provision of any such Information would violate any Law or Contract with a third party or could reasonably result in the waiver of any Privilege, Xxxxxxx 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 Xxxxxxx; or (b) Any investigation After the Effective 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, Xxxxxxx for specific and identified Information: (i) that (x) relates to matters prior to the Effective Time or (y) is necessary for Xxxxxxx to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Xxxxxxx and/or Veralto are parties, Veralto shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Xxxxxxx has a reasonable need for such originals) in Section 6.24 the possession or control of Veralto 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 Xxxxxxx; provided that, to the extent any originals are delivered to Xxxxxxx pursuant to this Agreement or the Ancillary Agreements, Xxxxxxx shall, at its own expense, return them to Veralto 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 would violate any Law or Contract with a third party or waive any Privilege, Veralto shall not be obligated to provide such Information requested by Xxxxxxx. (ii) that (x) is required by Xxxxxxx with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on Xxxxxxx (including under applicable Law. Sellers securities laws) by a Governmental Entity having jurisdiction over Xxxxxxx, or (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 applicable, Veralto shall cooperateprovide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Xxxxxxx has a reasonable need for such originals) in the possession or control of Veralto 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 Xxxxxxx; provided that, to the extent any originals are delivered to Xxxxxxx pursuant to this Agreement or the Ancillary Agreements, Xxxxxxx shall, at its own expense, return them to Veralto within a reasonable time after the need to retain such originals has ceased. (c) Each of Xxxxxxx and Xxxxxxx shall cause inform their Subsidiaries respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and each other designated representatives who have or have access to the other Party’s Confidential Information or other information provided pursuant to this Article VI of their respective Representatives obligation to cooperate, with Purchaser and its Representatives hold such information confidential 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 provisions of Sellers and their Subsidiaries. this Agreement. (d) Without limiting the generality of the foregoing, subject until the first Veralto fiscal year end occurring during the year in which the Distribution occurs (and for a reasonable period of time afterwards as required for each of Xxxxxxx and Veralto to Section 6.1(aprepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution occurs), 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 Xxxxxxx and Veralto shall use its commercially reasonable efforts to cooperate with the other Party’s Information requests to enable: (i) the other Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) the other Party’s accountants to timely complete their respective Subsidiaries (provided that Sellers review of the quarterly financial statements and each audit of their respective Subsidiariesthe annual financial statements, 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 caseincluding, to the confidentiality restrictions outlined extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the Commission’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws. (e) On the Distribution Date, Veralto shall deliver to Xxxxxxx an electronic copy of any and all databases in the possession of any member of the Veralto Group that exist as of such date and were established at or prior to the Effective Time to retain records relating to the organizational structure, business or operations of the Veralto Business or as otherwise may be requested by Xxxxxxx. (f) The Parties acknowledge that Information provided under this Section 6.1. Notwithstanding anything contained herein to 6.2 may constitute material, nonpublic information, and trading in the contrarysecurities of a Party (or the securities of its Affiliates, Purchaser shall consult with Sellers prior to conducting any environmental investigations Subsidiaries or examinations partners) while in possession of any naturesuch material, including Phase I and Phase II site assessments and any environmental sampling in respect nonpublic information may constitute a violation of the Transferred Real PropertyU.S. federal securities Laws.

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. (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 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 xxxx 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 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 Xxxx Xxxxxx, Xxxxx Xxxxxx or Xxxxx Xxxxxx, 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 Xxxx Xxxxxx, Xxxxx Xxxxxx or Xxxxx Xxxxxx 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 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) 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. (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 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 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 thatSubject to compliance with applicable Laws and the terms of any existing Contracts, the Company will afford to the Purchaser and its Representatives, until the earlier of the Executory Contract Designation Deadline and Effective Time or the termination of this AgreementAgreement in accordance with its terms, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable continuing access to the executive officers Company Diligence Information, as applicable, and Representatives of Sellers reasonable access during normal business hours and upon reasonable notice, to the properties Company’s and other facilities, its subsidiaries’ businesses, booksproperties, Contractsbooks and records (including Returns and Tax work papers) and such other data and information as the Purchaser may reasonably request, as well as to its management personnel, records and operations provided, that: (including i) such access shall not unduly interfere with the Purchased Assets and Assumed Liabilitiesordinary conduct of the businesses of the Company; and (ii) of Sellers and their Subsidiaries, including other than in circumstances where access to systemsor disclosure of would not result in the loss of attorney-client privilege, data, databases for benefit plan administration; provided however, that no such investigation the Company shall not have any obligation in response to a request by the Purchaser to provide access to or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require otherwise disclose any Seller, any Subsidiary of any Seller information or any of their respective Representatives to disclose information documents 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 materialprivilege. (b) Any investigation Subject to compliance with applicable Laws and examination contemplated by this Section 6.1 shall be subject such requests not materially and unduly interfering with the ordinary conduct of the business of the Company, the Company will also make available 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 information requested by the Purchaser for the purposes of preparing, considering and examination, implementing plans for the combined businesses of the Company and each of the Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with affiliates following completion of the business Arrangement, including for the purposes of Sellers and their Subsidiaries. ascertaining whether the Company or any of its subsidiaries has made an election under Section 897(i) of the Code or has been a U.S. real property holding corporation within the meaning of Section 897 of the Code. (c) Without limiting the generality of the foregoingprovisions of the Confidentiality Agreement, the Purchaser and the Company each acknowledge that all information provided to it under this Section 4.2, or otherwise pursuant to this Agreement or in connection with the transactions contemplated hereby, is subject to Section 6.1(a)the Confidentiality Agreement, such investigation which will remain in full force and examination shall include reasonable access to Sellers’ executive officers effect in accordance with their terms notwithstanding any other provision of this Agreement or any termination of this Agreement. (and employees d) If any provision of Sellers and their respective Subsidiaries identified by such executive officers)this Agreement otherwise conflicts or is inconsistent with any provision of the Confidentiality Agreement, officesthen the provisions of this Agreement will supersede those of the Confidentiality Agreement, 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, but only 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 extent of the Transferred Real Propertyconflict or inconsistency and all other provisions of the Confidentiality Agreement will remain in full force and effect.

Access to Information. Until the Closing or until this Agreement is earlier terminated, Seller shall afford to the officers, employees, agents and authorized representatives of Buyer (aincluding independent public accountants, financial advisors and attorneys) Sellers agree thatreasonable access during normal business hours, until upon reasonable advance written notice, to the earlier offices, properties and business, tax and accounting records (including computer files, retrieval programs and similar documentation) 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 Business and other facilities, businesses, books, Contracts, personnel, records and operations (including documents relating to the Purchased Assets and Assumed LiabilitiesLiabilities to the extent Buyer shall reasonably deem necessary in connection with the Transaction (including with respect to any assessment of the Estimated Closing Statement and the Estimated Closing Working Capital delivered by Seller pursuant to Section 1.5(a)) of Sellers and their Subsidiariesshall furnish to Buyer or its authorized representatives such additional information relating to the Purchased Assets and the Business as shall be reasonably requested; provided, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination Seller 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 not be required to avoid such conflict, violate any obligation of confidentiality to which Seller or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions its Affiliates are subject or applicable Law 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)5.3 and provided, Seller further that Buyer and its authorized representatives shall inform Purchaser in writing as to not conduct environmental sampling or testing of any kind without the general nature written permission of what is being withheld and the reason for withholding Seller. 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 its Affiliates, and Buyer and its representatives shall not speak to any of the foregoingemployees, subject customers, distributors, or suppliers of Seller and its Affiliates on matters related to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees the acquisition of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilitiesthe Business without the prior written consent of the General Counsel or Vice President-Business Development 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 permitted communications shall be made in the presence of a designated representative of Seller. No review or Representative of Purchaser, whether such meeting is in person, telephonic investigation by Buyer or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish its representatives 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 5.3 shall affect the representations and warranties made by Seller pursuant to this Agreement or the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations remedies of any nature, including Phase I Buyer for breaches of those representations and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertywarranties.

Access to Information. For a period of twenty-four (a24) Sellers agree thatmonths after the Closing Date (the "TRANSITION Period"), until the earlier of the Executory Contract Designation Deadline each Party and the termination of this Agreement, Purchaser their representatives 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 examinationto, 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 photocopy, all of the Books and Records relating to the Acquired Product Lines or the Acquired Assets, including all employee records or other personnel and medical records required by law, legal process or subpoena, in the possession of the other party to the extent that such access may reasonably be present required by such Party in connection with the Assumed Obligations or the Unassumed Liabilities, or other matters relating to or affected by the operation of the Acquired Product Lines and the Acquired Assets. During the Transition Period, and only to the extent that the Buyer's operation of the Acquired Assets is not interrupted in any material respect, the Buyer agrees to provide the Debtors, during ordinary business hours and upon reasonable notice and at any meeting between Debtor's request, with reasonable access to employees of the Buyer and/or the Asset Buyer(s) for purposes of winding down the estates of the Debtors. Such access shall be afforded by the party in possession of such Books and Records upon receipt of reasonable advance notice and during normal business hours; provided, however, that (A) any such accountant investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of any party or its affiliates, (B) no party shall be required to take any action which would constitute a waiver of the attorney-client privilege and Purchaser (C) no party need supply the other party with any information which such party is under a legal obligation not to supply. The party exercising this right of access shall be solely responsible for any costs or Representative expenses incurred by it pursuant to this Section 8.6. If the party in possession of Purchasersuch Books and Records shall desire to dispose of any such Books and Records upon or prior to the expiration of such period, whether such meeting is in personparty shall, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish prior to Purchaser’s Representatives such additional financial and operating data and disposition, give the other information as Purchaser may from time to time reasonably request, subject, in each caseparty a reasonable opportunity at such other party's expense, 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 segregate and Phase II site assessments remove such Books and any environmental sampling in respect of the Transferred Real PropertyRecords as such other party may select.

Access to Information. (a) Sellers agree that, From the date hereof until the earlier Closing, the Company shall (a) afford Buyer 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 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 the Company to cooperate with Buyer in its investigation of the Company. Any investigation pursuant to this Section 6.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company. (b) From and after the execution of this Agreement, Purchaser each Seller shall be entitled(1) hold, through and shall use its Representatives reasonable best efforts to cause his, her or otherwise, to have reasonable access to the executive officers its Affiliates and Representatives of Sellers to hold, in confidence any and all information, whether written or oral, concerning the properties and other facilitiesCompany, 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 except to the extent that it would, in Sellers’ reasonable determination, require any Seller can show that such information (a) is generally available to and known by the public through no fault of Seller, any Subsidiary of its Affiliates or its Representatives; or (b) is lawfully acquired by Seller, any of its Affiliates or its Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation and (2) until public disclosure of this Agreement by the Buyer, not purchase or sell, or advise or permit his, her or its Affiliates, Representatives or other parties with knowledge of the existence of this Agreement or the transactions contemplated hereby to purchase or sell, any equity securities of Buyer or any interest therein. If a Seller or any of their respective his, her or its Affiliates or its Representatives are compelled to disclose any information subject by judicial or administrative process or by other requirements of Law, such Seller shall promptly notify Buyer in writing and shall disclose only that portion of such information which such Seller is advised by his, her or its counsel in writing is legally required to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any be disclosed; provided that such Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will shall use reasonable best efforts to seek obtain an amendment appropriate protective order or appropriate waiver, or necessary consents, as may other reasonable assurance that confidential treatment will be required to avoid accorded 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 materialinformation. (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 that5.12.1 Subject to applicable Law, until during the period commencing on the date of this Plan of Merger and ending at the earlier of the Executory Contract Designation Deadline Effective Time and the termination of this AgreementPlan of Merger in accordance with Article VII, Purchaser shall be entitledFirstbank and Mercantile will, through and will cause each of their Subsidiaries to, upon reasonable prior written notice, permit the other party and its respective Representatives or otherwise, to have reasonable access (including promptly and fully responding to all reasonable document or other information requests of the other party) at all reasonable times, and in a manner so as not to interfere with the normal business operations of Firstbank, Mercantile and each of their Subsidiaries, to the executive officers and Representatives of Sellers and senior management, the properties and other facilitiespremises, businessesagents, books, Contractsrecords, personneland Contracts of or pertaining to Firstbank and the Firstbank Subsidiaries or Mercantile and the Mercantile Subsidiaries as may be reasonably requested in writing; 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 such investigation access will (a) comply with all applicable Laws, (b) not result in, or examination reasonably be expected to result in, the waiver of the attorney-client privilege, or (c) not result in, or reasonably be expected to result in, a material breach of any material Contract. No such access shall be permitted affect the representations, warranties, covenants or agreements of the parties (or the remedies with respect thereto) or the conditions to the extent that it would, in Sellers’ obligations of the parties under this Plan of Merger. Firstbank and Mercantile will use commercially reasonable determination, require efforts to obtain from third parties any Seller, any Subsidiary consents or waivers of any Seller confidentiality restrictions with respect to any such information requested to be provided by it. 5.12.2 Firstbank will give prompt written notice to Mercantile of any event that would reasonably be expected to give rise to a Firstbank Material Adverse Effect. Mercantile will give prompt written notice to Firstbank of any event that would reasonably be expected to give rise to a Mercantile Material Adverse Effect. Each of Firstbank and Mercantile will give prompt written notice to the other party of (a) any notice or other communication received by such party from any Governmental Entity or other Person in connection with the transactions contemplated by this Plan of Merger or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Plan of Merger and (b) any Actions commenced or, to the knowledge of such party, threatened against, relating to or involving or otherwise affecting such party or any of their respective Representatives its Subsidiaries which relate to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary this Plan of any Seller Merger or any of their respective Representatives are bound (in which case, to the extent requested transactions contemplated 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 this Plan of access, so as to permit the access requested); provided further, that notwithstanding the Merger. The delivery of any 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)5.12.2 will not limit, Seller shall inform Purchaser in writing as expand or otherwise affect the remedies available hereunder (if any) to the general nature of what is being withheld and the reason for withholding party receiving such materialnotice. 5.12.3 While this Plan of Merger is in effect, if either Firstbank or Mercantile becomes aware of any facts or the occurrence or impending occurrence of any event that (a) would cause one or more of the representations and warranties it has given in Article III or IV, respectively, subject to the exceptions contained in the Firstbank Disclosure Letter or the Mercantile Disclosure Letter, respectively, to become untrue or incomplete in any material respect; or (b) Any investigation would have caused one or more of such representations and examination contemplated by warranties to be untrue or incomplete in any material respect had such facts been known or had such event occurred prior to the date of this Section 6.1 Plan of Merger, then such party shall be subject immediately give detailed written notice of such discovery or change, including a detailed description of the underlying facts or events, together with all pertinent documents, to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperatethe other party. 5.12.4 Each of Firstbank, on the one hand, and shall Mercantile, on the other hand, will, and will cause their Subsidiaries and each of their respective Representatives to cooperateto, with Purchaser hold and treat in confidence all documents and information concerning the other party and its Subsidiaries furnished to the applicable party or their respective Representatives in connection with such investigation and examination, and each the transactions contemplated by this Plan of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere Merger in accordance with the business of Sellers letter agreement, dated October 30, 2012, between Firstbank and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(aMercantile ("Confidentiality Agreement"), such investigation which shall remain in full force 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 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 hereof until the earlier Effective Time, subject to Applicable Law, the Company shall (i) give Parent and its Representatives, upon reasonable notice, reasonable access during normal business hours to the offices, properties, assets, books and records and personnel (including employees and agents) of the Executory Contract Designation Deadline Company 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 (ii) promptly 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 (including, for the avoidance of doubt, the work papers of the Company’s auditors to the extent Parent has executed a release in a form reasonably satisfactory to the Company’s auditors) as Purchaser such Persons may from time reasonably request and (iii) instruct its Representatives to time cooperate reasonably requestwith Parent in its investigation of the Company and its Subsidiaries (provided that the Company’s investment bankers, subjectattorneys, accountants and other advisors will not be required to furnish to Parent or its Representatives any of their internal documents or materials); provided that, in each case, such access may be limited to the confidentiality restrictions outlined extent, that such access would jeopardize the health and safety of any of its Representatives; provided, further, that the Company may, in its sole discretion, designate any competitively sensitive material as “Outside Counsel Only Material” such that such materials and the information contained therein shall be furnished only to the outside counsel of Parent and will not be disclosed to any other Persons unless express permission is obtained in advance from the Company or its legal counsel. The Company shall have the right to have its Representatives present in any investigation pursuant to this ‎‎Section 6.03, and such investigation shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Nothing in this Section 6.1. Notwithstanding anything contained herein ‎‎Section 6.03 shall require the Company to provide any access, or to disclose any (A) information if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws and privacy laws), (B) communications between the Company and its investment bankers, attorneys, accountants and other advisors or (C) information protected by attorney-client privilege to the contraryextent such privilege cannot be protected by the Company through exercise of its reasonable best efforts; provided that, Purchaser in the case of clauses (A) and (C), the Company shall consult with Sellers prior use reasonable best efforts to conducting allow for such access or disclosure (or as much of it as possible) in a manner that would not violate any environmental investigations such Applicable Law or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect jeopardize the protection of the Transferred Real Propertyattorney-client privilege.

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 Parent ("Parent'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 Parent's Representatives all information concerning its business, properties and personnel as may reasonably be requested, provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any of the Executory Contract Designation Deadline representations or warranties made by the Company. Parent agrees that it will not, and will cause Parent's Representatives not to, use any information obtained pursuant to this Section 6.6 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. In connection with the foregoing, the Company agrees to use its best efforts to cause the Company's independent accountants to provide their workpapers to Parent, subject to the confidentiality provisions of this Section 6.6. Subject to the requirements of law, Parent will keep confidential, and will cause Parent's Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.6 except as otherwise consented to by the Company; provided, however, that Parent shall not be precluded from making any disclosure which it deems required by law in connection with the Merger. In the event Parent is required to disclose any information or documents pursuant to the immediately preceding sentence, Parent shall give prompt prior notice of such disclosure to the Company. Upon any termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access Parent will collect and deliver 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, Company 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 documents obtained pursuant to this Section 6.1(a), Seller shall inform Purchaser 6.6 by it or any of Parent's Representatives then 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.22

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. (a) Sellers agree that, From the date of this Agreement until the earlier to occur of the Executory Contract Designation Deadline Closing Date and this Agreement being terminated in accordance with Section 9.1, the termination of this AgreementCompany shall provide the Buyer and its Representatives, Purchaser shall be entitledwith reasonable access, through its Representatives or otherwiseduring normal business hours and upon reasonable notice, to have reasonable access to the executive officers its and Representatives of Sellers and the properties and other facilitiesits controlled Affiliates’ properties, businessesassets, books, Contracts, personnel, records contracts and operations (including records, and, during such period, 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 Company shall be permitted furnish promptly to the extent that it wouldBuyer and its authorized representatives information concerning the Company’s and its Subsidiaries’ 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 may reasonably be requested; provided, that, notwithstanding the foregoing, (i) such access does not unreasonably interfere with the normal operations of the Company, and (ii) the Company shall not be required to avoid such conflictprovide access to, or restructure the form to disclose any information if such access or disclosure would reasonably be expected to waive any legal privilege, be in violation of accessapplicable Law or breach any contractual obligation; provided, so as to permit the access requested); provided further, that notwithstanding the notice provisions Company shall use commercially reasonable efforts to obtain a waiver in Section 9.2 hereof, all respect of such requests for contractual obligation in order to permit such 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 designeedisclosure. If any material is withheld No investigation pursuant to this Section 6.1(a), Seller 7.4(a) or by the Buyer or its authorized Representatives at any time prior to or following the date of this Agreement shall inform Purchaser in writing as affect or be deemed to modify any representation or warranty made by the Company herein. All information obtained by the Buyer and its Representatives shall be subject to the general nature of what is being withheld and the reason for withholding such materialConfidentiality Agreement. (b) Any investigation and examination contemplated In order to facilitate the resolution of any claims made against or incurred by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperatethe Sellers, and shall cause their Subsidiaries and each or for any other reasonable purpose, for a period of their respective Representatives to cooperateseven (7) years after the Closing, with Purchaser the Buyer and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives Subsidiaries shall use their reasonable best efforts to not materially interfere with retain 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 books and records (including any document retention policies personnel files) of Sellersthe Company and its Subsidiaries relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Company or its Subsidiaries. During such seven (7) year period, upon reasonable notice, the Buyer and access to accountants of its Subsidiaries shall afford the Sellers and each of their respective Subsidiaries Representatives reasonable access (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have including 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 otherwisemake copies) 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 books and records, provided, that, notwithstanding the confidentiality restrictions outlined foregoing, (i) such access does not unreasonably interfere with the normal operations of the Buyer and its Subsidiaries, and (ii) the Buyer and its Subsidiaries shall not be required to provide access to, or to disclose any information if such access or disclosure would reasonably be expected to waive any legal privilege, be in this Section 6.1. Notwithstanding anything contained herein violation of applicable Law or breach any contractual obligation; provided, further, that the Buyer and its Subsidiaries shall use commercially reasonable efforts 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 obtain a waiver in respect of the Transferred Real Propertysuch contractual obligation in order to permit such access or disclosure.

Access to Information. During the Interim Period, each Vendor (aexcept Laskovski) Sellers agree thatshall, until and shall cause the earlier of Acquired Companies to, permit the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, Purchaser's Advisors to have reasonable access to the executive officers and Representatives premises of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers Acquired Companies and their Subsidiariesproperty and assets, subject to compliance with all applicable requirements as a result of the COVID-19 pandemic, including access to systemsthe Books and Records, dataall Contracts and the senior Employees, databases for benefit plan administration; provided howeverto make such investigations of the Business and the property and assets of the Acquired Companies (including their legal, financial and tax condition and their compliance with Applicable Laws) as the Purchaser deems reasonably necessary or desirable, it being understood that no such investigation those investigations will be carried out upon reasonable prior notice during normal business hours and without undue interference with the operations of the Acquired Companies, and Xxx, Xxxxx and Xxxxxxx shall cooperate fully in facilitating those investigations and, at the sole cost and expense of the Purchaser, furnish copies of all documents and materials relating to those matters as may be reasonably requested by or examination on behalf of the Purchaser. Notwithstanding the foregoing, the Vendors shall not be permitted required to grant access or furnish information to the Purchaser or its Representatives 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 (a) such information is subject to an attorney-/client or attorney work product privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary (b) such access or the furnishing of any Seller or any of their respective Representatives are bound such information is prohibited by Applicable Laws (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 if any material is withheld pursuant to this Section 6.1(a)withheld, Seller Vendors’ Representative shall inform the Purchaser in writing as to the general nature of what is being withheld and use reasonable efforts to communicate the reason for withholding applicable information to the Purchaser in a way that would not violate the Applicable Laws or privilege and, if applicable, seek a waiver of any such material. (b) Any investigation and examination contemplated by this Section 6.1 restrictions). In addition, the Purchaser shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperatenot contact any personnel of the Acquired Companies regarding, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives or in connection with such investigation and examinationwith, and each this Agreement without the express prior consent of Purchaser and its Representatives Vendors’ Representative. All information provided pursuant to this Agreement 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, remain 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, all respects to the confidentiality restrictions outlined in this provisions of Section 6.16.4. Notwithstanding anything contained herein to the contrary, nothing herein shall be construed as granting the Purchaser shall consult with Sellers prior or its Representatives access to conducting any environmental investigations suppliers, customers, distributors, strategic partners or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect brokers of the Transferred Real PropertyAcquired Companies without the prior written consent of the Vendors’ Representative or as otherwise expressly permitted herein.

Access to Information. (a) Sellers agree that, From the date hereof until the earlier Closing Date, upon reasonable notice, Covance shall cause the Company and each of the Executory Contract Designation Deadline Company's officers, directors, employees, agents, accountants and counsel, to afford the termination officers, employees and authorized agents, accountants, counsel, financing sources and representatives of this Agreementthe Purchaser reasonable access, during normal business hours and upon reasonable notice, to the offices, properties, plants, other facilities, books and records (including, without limitation, all Customer Contracts and financial, technical and operating data) of the Company; provided, however, that such investigation shall not unreasonably interfere with any of the business or operations of the Company and all such information provided to the Purchaser shall be entitled, through its Representatives or otherwise, kept confidential in accordance with the Purchaser's obligations under section 6.04. (b) In order to have reasonable access to facilitate 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 claims made by 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 against 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, Company prior to the Closing, to the Chief Financial Officer for a period of Parent seven years, or his designeesuch longer period as may be required by Law, and following after the Closing, the Purchaser shall cause the Company to (i) retain the books and records of the Company relating to periods prior 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 Closing 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 a manner reasonably consistent with the business of Sellers and their Subsidiaries. Without limiting the generality prior retention practices of the foregoingCompany, subject to Section 6.1(a)(ii) upon reasonable notice, such investigation afford the officers, employees, authorized agents, accountants, counsel and examination shall include representatives of Covance 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 make, at any meeting between any such accountant party's expense, photocopies), during normal business hours, to such books and Purchaser or Representative of Purchaserrecords, whether such meeting is in person(iii) upon reasonable notice, 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, authorized agents, accountants, counsel and representatives of Covance, such additional financial and operating data and other information regarding the Business relating to periods prior to the Closing as Purchaser such party may from time to time reasonably requestrequest and (iv) upon reasonable notice, subjectuse reasonable efforts to make available to Covance, the employees of the Company and any successors whose assistance, testimony or presence is necessary to assist such party in each caseevaluating any such claims and in defending such claims, 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 Company or the Purchaser, and Covance shall pay all reasonable out-of-pocket expenses thereby incurred by the Purchaser, the Company and any such employee. The Purchaser or the Company shall condition the furnishing of any information to Covance or any of its representatives or agents pursuant to this Section 6.03(b) on the execution by Covance of a confidentiality restrictions outlined agreement on customary terms governing the disclosure of such information. (c) In connection with their investigation of the business of the Company, Purchaser has received from the Company certain estimates, projections and other forecasts for the business of the Company. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and forecasts, that it is familiar with such uncertainties, that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and forecasts so furnished to it, and that it will not assert any claim against Covance or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold Covance or any such persons liable with respect thereto. Accordingly, Covance makes no representation or warranty with respect to any estimates, projections or forecasts referred to in this Section 6.16.03(c). Notwithstanding anything contained herein to the contraryforegoing, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I Covance represents and Phase II site assessments and any environmental sampling warrants that the amounts set forth as the EBIT Target in respect Section 2.10 26 of the Transferred Real PropertyDisclosure Schedule and the amounts provided for the Company's budget for the year 2001 in Section 6.01(b)(vii) of the Disclosure Schedule were prepared in good faith based on reasonable assumptions.

Access to Information. (a) Sellers agree that5.12.1 Subject to applicable Law, until during the period commencing on the date of this Plan of Merger and ending at the earlier of the Executory Contract Designation Deadline Effective Time and the termination of this AgreementPlan of Merger in accordance with Article VII, Purchaser shall be entitledFirstbank and Mercantile will, through and will cause each of their Subsidiaries to, upon reasonable prior written notice, permit the other party and its respective Representatives or otherwise, to have reasonable access (including promptly and fully responding to all reasonable document or other information requests of the other party) at all reasonable times, and in a manner so as not to interfere with the normal business operations of Firstbank, Mercantile and each of their Subsidiaries, to the executive officers and Representatives of Sellers and senior management, the properties and other facilitiespremises, businessesagents, books, Contractsrecords, personneland Contracts of or pertaining to Firstbank and the Firstbank Subsidiaries or Mercantile and the Mercantile Subsidiaries as may be reasonably requested in writing; 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 such investigation access will (a) comply with all applicable Laws, (b) not result in, or examination reasonably be expected to result in, the waiver of the attorney-client privilege, or (c) not result in, or reasonably be expected to result in, a material breach of any material Contract. No such access shall be permitted affect the representations, warranties, covenants or agreements of the parties (or the remedies with respect thereto) or the conditions to the extent that it would, in Sellers’ obligations of the parties under this Plan of Merger. Firstbank and Mercantile will use commercially reasonable determination, require efforts to obtain from third parties any Seller, any Subsidiary consents or waivers of any Seller confidentiality restrictions with respect to any such information requested to be provided by it. 5.12.2 Firstbank will give prompt written notice to Mercantile of any event that would reasonably be expected to give rise to a Firstbank Material Adverse Effect. Mercantile will give prompt written notice to Firstbank of any event that would reasonably be expected to give rise to a Mercantile Material Adverse Effect. Each of Firstbank and Mercantile will give prompt written notice to the other party of (a) any notice or other communication received by such party from any Governmental Entity or other Person in connection with the transactions contemplated by this Plan of Merger or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Plan of Merger and (b) any Actions commenced or, to the knowledge of such party, threatened against, relating to or involving or otherwise affecting such party or any of their respective Representatives its Subsidiaries which relate to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary this Plan of any Seller Merger or any of their respective Representatives are bound (in which case, to the extent requested transactions contemplated 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 this Plan of access, so as to permit the access requested); provided further, that notwithstanding the Merger. The delivery of any 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)5.12.2 will not limit, Seller shall inform Purchaser in writing as expand or otherwise affect the remedies available hereunder (if any) to the general nature of what is being withheld and the reason for withholding party receiving such materialnotice. 5.12.3 While this Plan of Merger is in effect, if either Firstbank or Mercantile becomes aware of any facts or the occurrence or impending occurrence of any event that (a) would cause one or more of the representations and warranties it has given in Article III or IV, respectively, subject to the exceptions contained in the Firstbank Disclosure Letter or the Mercantile Disclosure Letter, respectively, to become untrue or incomplete in any material respect; or (b) Any investigation would have caused one or more of such representations and examination contemplated by warranties to be untrue or incomplete in any material respect had such facts been known or had such event occurred prior to the date of this Section 6.1 Plan of Merger, then such party shall be subject immediately give detailed written notice of such discovery or change, including a detailed description of the underlying facts or events, together with all pertinent documents, to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperatethe other party. 5.12.4 Each of Firstbank, on the one hand, and shall Mercantile, on the other hand, will, and will cause their Subsidiaries and each of their respective Representatives to cooperateto, with Purchaser hold and treat in confidence all documents and information concerning the other party and its Subsidiaries furnished to the applicable party or their respective Representatives in connection with such investigation and examination, and each the transactions contemplated by this Plan of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere Merger in accordance with the business of Sellers letter agreement, dated October 30, 2012, between Firstbank and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(aMercantile (“Confidentiality Agreement”), such investigation which shall remain in full force 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 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, 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 the earlier of the Executory Contract Designation Deadline Upon reasonable notice and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, subject to have reasonable access applicable laws relating to the executive officers and Representatives exchange of Sellers and information, 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 each of its subsidiaries to, afford to the officers, employees, accountants, counsel and other representatives of the Parent, during normal business hours during the period prior to the Effective Time, reasonable access to all its properties, books, contracts, commitments and records, and 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 the Parent (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (ii) all other information concerning its business, properties and personnel as such other party may reasonably request. No investigation by any of the parties or their Subsidiaries respective representatives shall affect the representations, warranties, covenants or agreements of the other set forth herein. The information provided pursuant to Section 5.5(a) will be used solely for the purpose of the transactions contemplated hereby, and unless and until the Merger is consummated, such information will be kept secret and confidential by Parent and Purchaser, except that the information provided pursuant to Section 5.5(a) or portions thereof may be disclosed to those of Parent's and Purchaser's or their affiliates' directors, officers, employees, agents and advisors (collectively, the "Representatives") who (a) need to know such information for the purpose of the transactions contemplated hereby, (b) shall be advised by Parent or Purchaser, as the case may be, of this provision, (c) agree to hold the information provided pursuant to Section 5.5(a) as secret and confidential and (d) agree with Parent and Purchaser to be bound by the provisions hereof. Parent and Purchaser 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 the Purchaser 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(a5.5(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. (a1) Sellers agree thatSubject to Section 4.6(2) and applicable Laws, upon reasonable notice, Sunrise REIT shall (and shall cause each of its Subsidiaries to) afford to the Purchasers and their officers, employees, counsel, accountants and other authorized representatives and advisors (including, for greater certainty, any investment banker, lawyer or accountant) (collectively, “Representatives”) access, during normal business hours from the date hereof and until the earlier of the Executory Contract Designation Deadline and Closing or the termination of this Agreement, Purchaser to its and its Subsidiaries’ properties, Books and Records and contracts as well as to its management personnel (and to its property managers and their personnel, who shall be entitled, through its Representatives or otherwise, instructed 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 attorneyco-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(aoperate), Seller and, during such period, Sunrise REIT 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 each of its Subsidiaries and each of their respective Representatives property managers to) furnish promptly to cooperate, with Purchaser the Purchasers all information concerning it 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), officesbusinesses, properties and other facilitiespersonnel as the Purchaser may reasonably request. The Purchasers, and booksupon reasonable notice to Sunrise REIT, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of at their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicableexpense, shall also have the right to prepare or cause to be present at prepared surveys, inspections, engineering studies, environmental assessments and other tests, examination or studies with respect to the Company Properties; provided, that the Purchasers indemnify Sunrise REIT for any meeting between any losses, costs or damages caused by such accountant access and Purchaser or Representative so long as such access does not unduly interfere with the ordinary conduct of Purchaser, whether such meeting is business. (2) Each of the Purchasers acknowledges that the information provided to it under Section 4.4 and Section 4.6(1) above will be non-public and/or proprietary in person, telephonic or otherwisenature (the “Confidential Information”) 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, will be subject to the confidentiality restrictions outlined in terms of the Confidentiality Agreement. For greater certainty, the provisions of the Confidentiality Agreement shall survive the termination of this Agreement, provided that the obligations of the Purchasers under the Confidentiality Agreement and Section 6.1. Notwithstanding 4.6(1) shall terminate following the Closing Date, notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations contrary contained therein or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyherein.

Access to Information. (a) Sellers agree that, until From the earlier of the Executory Contract Designation Deadline and the termination date of this AgreementAgreement to the Closing, Seller shall cause each Business Group Member to afford to Purchaser shall be entitledand its accountants, through its Representatives or otherwisecounsel and other representatives reasonable access, upon reasonable notice during normal business hours, to have reasonable access to all the executive officers and Representatives of Sellers and the properties and other facilitiespersonnel, businessesproperties, books, Contracts, personnelTax Returns and records of each Business Group Member and, records during such period, shall furnish to Purchaser any information concerning any Business Group Member as Purchaser may reasonably request (other than any of the foregoing to the extent related to the negotiation and operations (including execution of this Agreement, any other Transaction Agreement or the Purchased Assets and Assumed Liabilities) of Sellers and their SubsidiariesTransactions or any proposals to or from other parties relating to any competing or alternative transactions); provided, including access to systems, data, databases for benefit plan administration; provided however, that Purchaser and its accountants, counsel and other representatives shall conduct any such permitted activities in such a manner as not to interfere unreasonably with the business or operations of any Business Group Member; provided further, however, that (i) no such investigation or examination Business Group Member shall be permitted required to provide such access if Seller determines, in its reasonable judgment, that doing so could (A) violate applicable Law or an applicable Judgment or (B) jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege (it being understood that Seller and the Business Group Members shall use commercially reasonable efforts to provide such access in a manner that does not violate any such Law or Judgment or jeopardize any such privilege or protection), (ii) such access shall not include any Phase II environmental investigations or any other environmental testing or sampling of, at or under any Owned Real Property or Leased Real Property by or on behalf of Purchaser, its accountants, counsel or its other representatives and (iii) no Business Group Member shall be required to provide any such access or information to the extent unrelated to the Business (provided, that it would, Business Group Members shall be required to extract any Business-related information from information unrelated to the Business to the extent reasonably practicable). All requests for information made pursuant to this Section 5.02 shall be directed to the executive officer or other Person designated by Seller. Nothing in Sellers’ reasonable determination, this Section 5.02 or elsewhere in this Agreement shall be construed to require any Seller, any Subsidiary of any Seller or any of their respective Representatives its representatives to disclose information subject to attorney-client privilege prepare any reports, analyses, appraisals or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any opinions that are not readily available (it being understood that 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 shall not be required to avoid such conflictprepare any financial projections, forecasts or restructure any other prospective or pro forma financial information). Seller acknowledges that Purchaser may seek a representations and warranties insurance policy in connection with this Agreement and Purchaser and its counsel and representatives will be required to complete additional diligence on 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, Business 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 cause each Business Group Member 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, reasonably 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 facilities, representatives in such diligence efforts 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 promptly provide all 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 Propertyrequested.

Access to Information. (a) Sellers agree thatTarget shall afford Acquiror and its accountants, counsel and other representatives, reasonable access during normal business hours upon reasonable notice during the period prior to the earlier of the termination of this Agreement in accordance with Section 7 hereof or the Effective Time to (i) all of Target's properties, books, contracts, commitments and records, and (ii) all other information concerning the business, properties and personnel of Target as Acquiror may reasonably request provided that such access shall not unduly disrupt the Target's normal business activities. Target agrees to provide to Acquiror and its accountants, counsel and other representatives copies of internal financial statements promptly upon request. Acquiror shall afford Target and its accountants, counsel and other representatives, reasonable access during normal business hours upon reasonable notice during the period prior to the earlier of the termination of this Agreement in accordance with Section 7 hereof or the Effective Time to (i) all of Acquiror's and its subsidiaries' properties, books, contracts, commitments and records, and (ii) all other information concerning the business, properties and personnel of Acquiror and its subsidiaries as Target may reasonably request provided that such access shall not unduly disrupt Acquiror's normal business activities. Acquiror agrees to provide to Target and its accountants, counsel and other representatives copies of internal financial statements promptly upon request. (b) Subject to compliance with applicable law, from the date hereof until the earlier of the Executory Contract Designation Deadline and the termination of this AgreementAgreement in accordance with Section 7 hereof or the Effective Time, Purchaser each of Acquiror and Target shall be entitled, through its Representatives confer on a regular and frequent basis with one or otherwise, more representatives of the other party to have reasonable access to the executive officers and Representatives report operational matters of Sellers materiality and the properties and other facilities, businesses, books, Contracts, personnel, records and operations general status of ongoing operations. (including the Purchased Assets and Assumed Liabilitiesc) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such No information or knowledge obtained in any 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 5.3 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 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 obligations of the foregoing, subject parties 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 consummate 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 PropertyStep One Merger.

Access to Information. After the Closing, Purchaser shall provide to the officers, employees, agents and representatives of any Seller Indemnitees reasonable access to (a) Sellers agree that, until the earlier of books and records with respect to the Executory Contract Designation Deadline Hotel 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 Business (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 make copies of such books and records at its expense), (b) the Property, and (c) the Employees, provided (i) such Seller Indemnitees shall provide reasonable prior notice (which may be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, either telephonic or otherwiseby email) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives ; (ii) Purchaser shall not be required to provide such additional financial and operating data and other information as access during non business hours; (iii) Purchaser may from time shall have the right to time reasonably requestaccompany the officer, subjectemployees, agents or representatives of such Seller Indemnitees in each case, providing access to the confidentiality restrictions outlined books and records, the Property or the Rehired Employees as provided in this Section 6.1. Notwithstanding anything contained herein 8.8, and (iv) 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 Seller, its employees, agents or representatives pursuant to this Section 8.8, except to the contraryextent such Indemnification Loss results from Purchaser’s or Purchaser Indemnitee’s gross negligence or intentional misconduct. Seller shall, Purchaser shall consult at its cost and expense, repair any damage to the Property or any other property owned by any Person other than Seller in connection with Sellers the exercise of Seller’s rights pursuant to this Section 8.8 and restore the Property or such third party property to the same condition as existed prior to conducting any environmental investigations or examinations the exercise of any natureSeller’s rights under this Section 8.8. Purchaser, including Phase I at its cost and Phase II site assessments expense, shall retain all books and any environmental sampling in records with respect to the Hotel for a period of three (3) years after the Transferred Real PropertyClosing.

Access to Information. (a) Sellers agree thatBetween the date of this Agreement and the Effective Time, until the earlier upon reasonable notice and at reasonable times, and subject to any access, disclosure, copying or other limitations imposed by applicable Law or any of the Executory Contract Designation Deadline contracts of COMSAT and the termination of this Agreementits Subsidiaries, Purchaser COMSAT shall be entitledgive Lockheed Xxxxxx, through its Representatives or otherwise, to have Acquisition Sub and their authorized representatives reasonable access to the executive officers and Representatives of Sellers and the properties all offices and other facilities, businesses, books, Contracts, personnel, facilities and to all books and records of it and operations (including the Purchased Assets its Subsidiaries and Assumed Liabilities) to employees of Sellers COMSAT and their its Subsidiaries, including access to systemsand will permit Lockheed Xxxxxx, dataAcquisition Sub or their authorized representatives, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to as 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 casecase may be, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment make such inspections as it or appropriate waiver, or necessary consents, as they 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 cooperatereasonably require, and shall cause its officers and those of its Subsidiaries to furnish Lockheed Xxxxxx, Acquisition Sub and their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection authorized representatives 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 any of COMSAT and its Subsidiaries as Purchaser Lockheed Xxxxxx, Acquisition Sub or their authorized representatives, as the case may be, may from time to time reasonably request, subject, in each case, ; provided that to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contraryextent that access, Purchaser shall consult with Sellers prior to conducting any environmental investigations disclosure or examinations copying of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property-------- foregoing is limited by applicable Law or contract, COMSAT shall take reasonable efforts to provide a summary of such information to Lockheed Xxxxxx within the limits of applicable Law or contract. Lockheed Xxxxxx, Acquisition Sub and their authorized representatives shall conduct all such inspections in a manner which shall minimize any disruptions of the business and operations of COMSAT and its Subsidiaries. (b) Lockheed Xxxxxx, Acquisition Sub and COMSAT agree that each of the Confidentiality Agreements (as hereinafter defined), other than Sections 3 and 7 thereof, shall remain binding and in full force and effect.

Access to Information. 5.1.1 From and after the Closing, the Seller and Buyers will promptly afford the other Party and its Affiliates and their respective Representatives reasonable access to their respective properties, information, data, books, records, employees and auditors to the extent relating to the Transferred Company to the extent necessary or useful for the Party requesting such access in connection with any Proceeding (other than any Proceeding in connection with this Agreement, the other Transaction Documents or the Transaction). In addition, from and after the Closing Date, Buyers will, and will cause its Affiliates to, upon reasonable notice by Seller or its Affiliates to Buyers, (a) Sellers agree that, until the earlier of the Executory Contract Designation Deadline provide to Seller and the termination of this Agreement, Purchaser shall be entitled, through its Affiliates and their respective Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilitiestheir properties, businessesinformation, data, books, Contractsrecords, personnel, records employees 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 auditors 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, relating to the extent requested by Purchaser, Sellers will use reasonable best efforts Transferred Company with respect 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, any matter occurring 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 permit Seller and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 its Affiliates and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperatemake such copies and inspections of any such information, with Purchaser data, books and records as any of them may reasonably request, (c) make available to Seller and its Affiliates and their respective Representatives, the officers, employees and other Representatives of the Transferred Company and to provide reasonable assistance and co-operation in the review of information described in this Section 5.1.1, and (d) cooperate with Seller and its Affiliates and their respective Representatives, including by furnishing such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals and make available its respective employees as witnesses, to the extent reasonably necessary or appropriate in connection with such investigation and examinationany Proceeding arising out the Business, in each case other than with respect to any Proceeding involving disputes between Buyers, on the one hand, and each of Purchaser and its Representatives shall use their reasonable best efforts Seller, on the other hand. 5.1.2 Anything to the contrary in Section 5.1.1 notwithstanding, (a) access rights pursuant to Section 5.1.1 will be exercised in such manner as not materially to interfere unreasonably with the conduct of the Business or any other business of Sellers and their Subsidiaries. Without limiting the generality of Party granting such access, (b) the foregoing, Party granting access may withhold any document (or portions thereof) or information (i) that is subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees the terms 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 a non-disclosure agreement with a third party (provided that Sellers the withholding Party will use its commercially reasonable efforts to obtain the required Consent of such third party to such access), (ii) that may constitute privileged attorney-client communications or attorney work product and each the transfer of which, or the provision of access to which, as reasonably determined in writing by such Party’s counsel, constitutes a waiver of any such privilege (provided that the withholding Party will use its commercially reasonable efforts to allow for such access (or as much of it as is possible) in a manner that does not result in a loss of attorney-client privilege) or (iii) if the provision of access to such document (or portion thereof) or information, as reasonably determined in writing by such Party’s counsel, would reasonably be expected to conflict with applicable Laws or agreements with Governmental Authorities, (c) neither Seller nor any of its Affiliates or their respective SubsidiariesRepresentatives will have any obligation to provide Buyers, as applicableits Affiliates or their respective Representatives access to any personnel records of Seller or the Transferred Company relating to individual performance or evaluation records, shall have medical histories, or other information in personnel records to the right extent that providing such access would constitute a breach of Law by any of Seller or the Transferred Company, and (d) the Party requesting access pursuant to be present at any meeting between Section 5.1.1 will reimburse the other Party promptly for all reasonable and documented out-of-pocket costs and expenses incurred by the other Party in connection with 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 request made after 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.

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 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, PURCHASE AND SALE AGREEMENT 29 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 promptly notify the Sellers thereof, consult with the Sellers on the advisability of taking legally available steps to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateresist or narrow such disclosure, and assist the Sellers in seeking a protective order or other appropriate remedy. If this Agreement is terminated prior to the Closing, the Buyer shall cause their Subsidiaries and each of their respective Representatives deliver 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 Sellers the business of 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, From the date hereof until the earlier Closing, subject to applicable limitations under confidentiality agreements to which the Seller is bound, upon reasonable notice, the Seller shall cause its officers, directors, employees, agents, representatives, accountants and counsel to: (i) afford the officers, employees, agents, accountants, counsel, financing sources and representatives of the Executory Contract Designation Deadline and the termination of this AgreementPurchaser reasonable access, 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 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, 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 properties, plants, other facilities, and books, Contracts books and records of the Seller relating to the Business and to those officers, directors, employees, agents, accountants and counsel of the Seller who have any knowledge relating to 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 Representatives the officers, employees, agents, accountants, counsel, financing sources and representatives of the Purchaser such additional financial and operating data and other information regarding the assets, properties, liabilities and goodwill of the Business (or legible copies thereof) that are reasonably available to the Seller as the Purchaser may from time to time reasonably request. All information disclosed hereunder shall be subject to the Confidentiality Agreement. (b) In order to facilitate the resolution of any claims made against or incurred by the Seller, subjectthe making of any necessary filing by Audiovox or the Seller or for any other reasonable purpose, for a period of seven years after the Closing, the Purchaser shall (i) retain the books and records relating to the Business relating to periods prior to the Closing in each casea manner reasonably consistent with the prior practice of the Seller, (ii) authorize, direct and instruct its employees with knowledge of such claims to reasonably cooperate and assist the Seller in connection with such claims and (iii) upon reasonable notice, afford the officers, employees, agents and representatives of Audiovox or the Seller reasonable access (including the right to make, at the Seller's expense, photocopies), during normal business hours, to such books and records. (c) In order to facilitate the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein resolution of any claims made by or against or incurred by the Purchaser after the Closing or for any other reasonable purpose, for a period of seven years following the Closing, the Seller shall (i) retain the books and records of the Seller which relate to the contrary, Purchaser shall consult with Sellers Business and its operations for periods prior to conducting any environmental investigations or examinations the Closing and which shall not otherwise have been delivered to the Purchaser, (ii) authorize, direct and instruct its employees with knowledge of any naturesuch claims to reasonably cooperate and assist the Purchaser in connection with such claims and (iii) upon reasonable notice, including Phase I afford the officers, employees, agents and Phase II site assessments and any environmental sampling in respect representatives of the Transferred Real PropertyPurchaser reasonable access (including the right to make photocopies, at the Purchaser's expense), during normal business hours, to such books and records.

Access to Information. (a) Sellers agree that, At all times from the date hereof until the earlier of Closing Date, to the Executory Contract Designation Deadline extent Contributor does not have the following information or rights and to the termination of this Agreementextent the Partnership has the ability, Purchaser shall be entitledpower and authority to give such information or grant such rights, through the Partnership will use commercially reasonable efforts to (a) give Contributor and its Representatives or otherwise, to have reasonable access to the executive officers offices, properties, books and Representatives records of Sellers the Partnership and all of 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 designeePartnership Entities during normal business hours, 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 or make available 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 Contributor 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 Partnership and all of the Partnership Entities as Purchaser such Persons may from time to time reasonably request, subjectsubject to compliance by Contributor and its Representatives with applicable Law and contractual restrictions governing the disclosure and use of such information. Notwithstanding the foregoing provisions of this Section 5.5, the Partnership shall not be required to grant access or furnish information to Contributor or any of its Representatives to the extent that such information is subject to an attorney/client or attorney work product privilege that would be violated or lost by such access or furnishing, or that such access or the furnishing of such information is prohibited by Law or an existing Contract; provided that the Partnership shall, at Contributor’s request and sole cost and expense, use commercially reasonable efforts to obtain any necessary consent or waiver in each caseorder to grant Contributor access or furnish information subject to such privilege or restriction to the extent not with respect to a matter in which Contributor, on the one hand, or the Partnership, on the other hand, or their respective Affiliates, have an actual or potential conflict of interest. To the extent practicable, the Partnership shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Any investigation pursuant to this Section 5.5 shall be conducted in such a manner as not to interfere with the conduct of the business of the Partnership. Notwithstanding the foregoing, Contributor shall not be entitled to perform any intrusive or subsurface investigation or other sampling of, on or under any of the properties of any of the Partnership Entities. Contributor agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 5.5 in violation of Section 5.7. (b) At all times from the date hereof until the Closing Date, to the confidentiality extent the Partnership does not have the following information or rights and to the extent Contributor has the ability, power and authority to give such information or grant such rights, Contributor will use commercially reasonable efforts to (i) give the Partnership and its Representatives reasonable access to the offices, properties, books and records related to the Assets during normal business hours and (ii) furnish or make available to the Partnership and its Representatives such financial and operating data and other information relating to the Assets as such Persons may reasonably request, subject to compliance by the Partnership and its Representatives with applicable Law and contractual restrictions outlined in governing the disclosure and use of such information. Notwithstanding the foregoing provisions of this Section 6.15.5, Contributor shall not be required to grant access or furnish information to the Partnership or any of its Representatives to the extent that such information is subject to an attorney/client or attorney work product privilege that would be violated or lost by such access or furnishing, or that such access or the furnishing of such information is prohibited by Law or an existing Contract; provided that Contributor shall, at the Partnership’s request and sole cost and expense, use commercially reasonable efforts to obtain necessary consent or waiver in order to grant the Partnership access or furnish information subject to such privilege or restriction to the extent not with respect to a matter in which the Partnership, on the one hand, or Contributor, on the other hand, or their respective Affiliates, have an actual or potential conflict of interest. To the extent practicable, Contributor shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Any investigation pursuant to this Section 5.5 shall be conducted in such a manner as not to interfere with the conduct of the business of Contributor. Notwithstanding anything contained herein the foregoing, the Partnership shall not be entitled to perform any intrusive or subsurface investigation or other sampling of, on or under the Assets. The Partnership agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 5.5 in violation of Section 5.7. (c) Subject to subsections (a) and (b) above, each Party shall also coordinate, in advance, with the other Party, to allow site visits and inspections at the field sites unless operational conditions would reasonably prohibit such access. (d) THE PARTNERSHIP SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS CONTRIBUTOR’S INDEMNITEES FROM AND AGAINST ANY AND ALL CLAIMS AND LOSS OCCURRING ON OR TO THE ASSETS CAUSED BY THE ACTS OR OMISSIONS OF THE PARTNERSHIP, ITS AFFILIATES OR ANY PERSON ACTING ON BEHALF OF THE PARTNERSHIP OR ITS AFFILIATES IN CONNECTION WITH ANY DUE DILIGENCE CONDUCTED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT PRIOR TO THE CLOSING, INCLUDING ANY SITE VISITS AND ENVIRONMENTAL SAMPLING. The Partnership shall comply in all material respects with all rules, regulations, policies and instructions issued by Contributor or any Third Person operator regarding the Partnership’s actions prior to the contraryClosing while upon, Purchaser entering or leaving any property included in the Assets, including any insurance requirements that Contributor may impose on contractors authorized to perform work on any property owned or operated by Contributor. (e) CONTRIBUTOR SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS THE PARTNERSHIP’S INDEMNITEES FROM AND AGAINST ANY AND ALL CLAIMS AND LOSS OCCURRING ON OR TO THE PARTNERSHIP’S PROPERTIES CAUSED BY THE ACTS OR OMISSIONS OF CONTRIBUTOR, ITS AFFILIATES OR ANY PERSON ACTING ON BEHALF OF CONTRIBUTOR OR ITS AFFILIATES IN CONNECTION WITH ANY DUE DILIGENCE CONDUCTED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT PRIOR TO THE CLOSING, INCLUDING ANY SITE VISITS AND ENVIRONMENTAL SAMPLING. Contributor shall consult comply in all material respects with Sellers all rules, regulations, policies and instructions issued by the Partnership or any Third Person operator regarding Contributor’s actions prior to conducting the Closing while upon, entering or leaving any environmental investigations or examinations property of any naturethe Partnership, including Phase I and Phase II site assessments and any environmental sampling in respect of insurance requirements that the Transferred Real PropertyPartnership may impose on contractors authorized to perform work on any property owned or operated by the Partnership.

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 Sxxxxxx, 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 such consent not to be unreasonably withheld. (e) Within 5 Business Days after the Closing, Sellers shall deliver to Purchaser an electronic copy of the Transferred Real Propertycontents of the Dataroom as of the Closing by email, and within 15 Business Days two USB drives containing the same.

Access to Information. (a) Sellers agree thatExcept as otherwise prohibited by applicable law, until the earlier terms of the Executory any Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access entered into prior to the executive officers and Representatives of Sellers and the properties and other facilitiesdate hereof, 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 other duty of their respective Representatives confidentiality owed to disclose information subject another person, or would be reasonably expected to violate any 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 it being understood that the extent requested by Purchaser, Sellers will parties shall each use reasonable best efforts to seek an amendment or appropriate waivercause such information to be provided in a manner that does not result in such violation), or necessary consentsfrom the date of this Agreement until the Effective Time, as may be required F Co, on the one hand, and C Co on the other hand, shall (and shall cause their respective subsidiaries to): (i) provide to avoid such conflicteach other and to their respective officers, or restructure the form of directors, employees, accountants, consultants, legal counsel, financing sources, agents and other representatives (collectively, “Representatives”) reasonable access, so during normal business hours and upon reasonable prior notice, to their respective officers, employees, agents, properties, offices and other facilities, and those of their respective subsidiaries, and to the books and records thereof; and (ii) furnish promptly to each other such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of themselves as to permit they or their respective Representatives may reasonably request. Notwithstanding the access requested); provided furtherforegoing, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for C Co and F Co each may impose reasonable restrictions and limitations on access to the executive officers of Sellers shall be directedsuch officers, prior to the Closingemployees, to the Chief Financial Officer of Parent or his designeeagents, properties, offices, facilities, books and records and information, 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 cooperateeach shall, and shall cause their Subsidiaries and each respective Representatives to, use their best reasonable efforts to conduct any such investigation or consultation in such a manner as not to interfere unreasonably with their respective business or operations (or those of their subsidiaries) or otherwise result in any unreasonable interference with the prompt and timely discharge by their respective Representatives employees of their normal duties. No party hereto shall be required to cooperateprovide access to or to disclose information where such access or disclosure would jeopardize that party’s attorney-client privilege, with Purchaser and its Representatives in connection with such investigation and examinationor could reasonably be deemed to contravene any law, and each any Contract entered into prior to the date of Purchaser and its Representatives this Agreement, or any other duty of confidentiality owed to another person (it being agreed that the parties 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), cause 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 information to be present at any meeting between any provided in a manner that does not cause such accountant and Purchaser violation 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 Propertyjeopardization).

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 Sxxxxx Xxxxxx 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 that16.1. For a period of three years following Completion, until each GDI Party shall, and shall procure that the earlier Rig Operator shall, upon reasonable request, allow the Seller Parent or such other member of the Executory Contract Designation Deadline Seller Group 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 officers, employees, agents, auditors and representatives (at the expense of the Seller Parent): (a) reasonable access (including the right 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, take copies at its expense) to the extent requested books and records of the GDI Parties and the Rig Operator held 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 requestedit after Completion (“Buyer Records”); 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.and (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 given reasonable access to Sellers’ executive officers (and employees any employee, officer, adviser or premises of Sellers and their respective Subsidiaries identified by such executive officers)the GDI Parties and/or the Rig Operator during normal working hours, 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, subjectwhich, in each case, are reasonably required by such person for the purposes of complying with applicable law in connection with its accounting obligations or Tax affairs (including such information as is reasonably required by such person in order to negotiate, refute, settle, compromise or otherwise deal with any claim, investigation or enquiry by a Tax Authority regarding the Seller or any other member of the Seller Group relating to income, profits or gains earned, accrued or received (or treated for Tax purposes as earned, accrued or received) or any event occurring (or treated for Tax purposes as occurring) on or before Completion). 16.2. For a period of three years following Completion, each Seller shall, upon reasonable request, allow the Buyer and any of its officers, employees, agents, auditors and representatives (at the expense of the Buyer) reasonable access (including the right to take copies at its expense) to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein books and records of each Seller held by it after Completion and relating to the contrary, Purchaser shall consult with Sellers period prior to conducting Completion (the “Seller Records”), which are reasonably required by such person for the purposes of complying with applicable law in connection with its accounting obligations or Tax affairs (including such information as is reasonably required by such person in order to negotiate, refute, settle, compromise or otherwise deal with any environmental investigations claim, investigation or examinations enquiry by a Tax Authority regarding any Rig Owner relating to income, profits or gains earned, accrued or received (or treated for Tax purposes as earned, accrued or received) or any event occurring (or treated for Tax purposes as occurring) on or before Completion). 16.3. For a period of three years following Completion: (a) the Buyer shall procure that each member of the Buyer Group shall properly retain and maintain the Buyer Records and procure that no member of the Buyer Group shall dispose of, or destroy any of the Buyer Records necessary for the preparation of any nature, including Phase I and Phase II site assessments and Tax return or regulatory filing by any environmental sampling in respect Seller (or any relevant member of the Transferred Real PropertySeller Group) without first giving the Seller Parent at least two months’ notice of its intention to do so and giving the Seller Parent a reasonable opportunity to remove and retain any of them (at the Seller Parent’s expense); and (b) the Sellers shall properly retain and maintain the Seller Records and procure that no member of the Seller Group shall dispose of or destroy any of the Seller Records necessary for the preparation of any Tax return or regulatory filing by the Buyer (or any member of the Buyer Group) without first giving the Buyer at least two months’ notice of its intention to do so and giving the Buyer a reasonable opportunity to remove and retain any of such records (at the Buyer’s expense).

Access to Information. (a) Sellers agree thatUpon reasonable notice, until the earlier Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, accountants and other authorized representatives of Parent (“Parent Representatives”), in order to evaluate the Executory Contract Designation Deadline and the termination of transactions contemplated by this Agreement, Purchaser shall be entitledreasonable access, through its Representatives or otherwiseduring normal business hours and upon reasonable advance notice throughout the period prior to the Effective Time, to have reasonable access its officers, employees, accountants, consultants, representatives, plants, properties, contracts, commitments, books and records and, during such period, shall (and shall cause each of its Subsidiaries to) furnish or make available reasonably promptly to the executive officers and such Parent Representatives of Sellers and the all information concerning its business, properties and other facilities, businesses, books, Contracts, personnel, records and operations personnel as may reasonably be requested (including the Purchased Assets financial and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, operating data, databases customer billing and other data files for benefit plan administrationthe purpose of system integration and testing as well as compensation and payroll data files for the purpose of payroll system integration and testing with respect to employees of the Company and its Subsidiaries); provided provided, however, that no any such investigation or examination access shall be permitted to conducted under the extent supervision of personnel of the Company and in a manner that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary does not materially interfere with the normal operations 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 materialCompany. (b) Any investigation and examination contemplated by this Section 6.1 Parent agrees that it shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperatenot, and shall cause their Subsidiaries and the Parent Representatives not to, use any information obtained pursuant to this Section 7.5 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding anything to the contrary set forth herein, nothing in this Section 7.5 shall require the Company to disclose any information that, after consultation with legal counsel, the Company concludes in good faith, (i) it is not legally permitted to disclose or the disclosure of which would contravene any applicable Law or binding order, (ii) the disclosure of which would jeopardize any attorney-client or other legal privilege, (iii) the disclosure of which would conflict with, violate or cause a default under any existing contract or agreement to which it is a party, or (iv) constitutes any competitively sensitive information or trade secrets of third parties; provided, that, in each of their respective Representatives the foregoing cases, the parties hereto shall cooperate in seeking to cooperatefind a way to allow disclosure of such information to the extent doing so would not (in the good faith belief of the Company, after consultation with Purchaser legal counsel) reasonably be likely to result in the violation of any such Law, contract or agreement or reasonably be likely to cause such privilege or competitively sensitive information to be undermined or compromised with respect to such information; provided, further, that the Company shall (x) notify Parent that such disclosures are reasonably likely to violate the Company’s or any of its Affiliates’ obligations under any such Law, contract or agreement or are reasonably likely to cause such privilege or competitively sensitive information to be undermined or compromised, (y) communicate to Parent in reasonable detail (A) the facts giving rise to such notification, and (B) the subject matter of such information (in each case, only to the extent it is permitted to do so without resulting in the violation of any such Law, contract or agreement or reasonably be likely to cause such privilege or competitively sensitive information to be undermined or compromised with respect to such information), and (z) in the case where such disclosures are reasonably likely to violate the Company’s or its Representatives Affiliates’ obligations under any contract or agreement, use commercially reasonable efforts to seek consent from the applicable third party to any such contract or agreement with respect to the disclosures prohibited thereby. If any of the information or material furnished pursuant to this Section 7.5 includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands and agrees that the parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. (d) No information received pursuant to an investigation made under this Section 7.5 shall be deemed to (i) qualify, modify, amend or otherwise affect any representations, warranties, covenants or other agreements of the Company set forth in this Agreement or any certificate or other instrument delivered to Parent and Merger Sub in connection with such investigation and examinationthe transactions contemplated hereby, and each (ii) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (iii) limit or restrict the remedies available to the parties under applicable Law arising out of Purchaser and its Representatives shall use their reasonable best efforts a breach of this Agreement, or (iv) limit or restrict the ability of either party to not materially interfere with invoke or rely on the business of Sellers and their Subsidiaries. Without limiting conditions to the generality obligations of the foregoingparties to consummate the transactions contemplated by this Agreement set forth in Article VIII hereof. (e) The Confidentiality Agreement, dated September 15, 2010 (the “Confidentiality Agreement”), by and between the Company and Veritas Capital Fund Management, L.L.C. shall, subject to Section 6.1(a)7.2 of this Agreement, such investigation continue to apply with respect to information furnished by the Company, its Subsidiaries and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive the Company’s officers), officesemployees, properties counsel, accountants and other facilitiesauthorized representatives hereunder; provided that, 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 notwithstanding 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 terms of the Transferred Real PropertyConfidentiality Agreement, Parent may provide such information to potential sources of capital and to rating agencies and prospective lenders and investors during the syndication and/or marketing of the Financing, subject to customary confidentiality agreements or acknowledgments with respect to such persons regarding such information. (f) For the avoidance of doubt, the disclosure of information with respect to an Acquisition Proposal shall be exclusively governed by the provisions of Section 7.2.

Access to Information. (a) Sellers agree thatSeller shall, until and shall cause the earlier other Seller Entities to, afford to the Purchaser Parties reasonable access, upon reasonable notice during normal business hours, consistent with applicable Law and in accordance with the procedures established by Seller, including applicable logistical restrictions or limitations as a result of Covid-19 or any Covid-19 Measures, during the period prior to the Closing, and solely in furtherance of the Executory Contract Designation Deadline consummation of the Transaction and the termination of other transactions contemplated by this Agreement, Purchaser shall be entitled, through its Representatives or otherwiseAgreement and the other Transaction Documents, 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 personnel of Seller and its Subsidiaries, and such other information, including financial and operating data, as the Purchaser Parties or their Representatives may reasonably request, in each case, solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including such information reasonably requested by Purchaser to make the offers of employment contemplated by Article VI and otherwise prepare for the transition of Scheduled Business Employees (who would become Transferred Employees); provided, however, that (i) neither Seller nor any of its Affiliates shall be required to violate any obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.5; (ii) Seller shall make available, or cause its Subsidiaries to make available, Business Employee personnel files only after the Closing Date and, with respect to any Business Employees, if and when Purchaser provides Seller with notice that the applicable Business Employees have provided Purchaser with a release permitting transfer of those files (provided that Seller shall not make, or cause to be made, available medical records, workers compensation records or the results of any drug testing; and that the Purchaser Parties shall indemnify and hold Seller and its Affiliates (including the Purchased Assets and Assumed Liabilitiesother Seller Entities) harmless from any Liabilities arising out of Sellers and their Subsidiaries, including or relating to the access to systems, data, databases for benefit plan administrationor transfer of such personnel files); provided howeverthat Seller shall, that no such investigation or examination shall be permitted cause the other Seller Entities to, deliver to Purchaser all employee, payroll and Benefit Plan data as is reasonably requested by Purchaser and to the extent that it wouldpermissible under applicable Law in order to effectuate, in Sellers’ reasonable determinationas of the Closing Date, require payroll and employment benefit plan enrollment for Business Employees who are intended to become Transferred Employees and (iii) prior to the Closing Date, the Purchaser Parties shall not conduct any Phase I or Phase II Environmental Site Assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on the Owned Real Property or the Leased Real Property, or any other property of Seller, any Subsidiary of any the other Seller Entities, or any of their respective Affiliates, without the prior written consent of Seller, which may be withheld in its sole discretion. (b) The Purchaser Parties agree that any investigation undertaken pursuant to the access granted under Section 5.5(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of Parent, Purchaser or any of their Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent (including via email) of Seller. Notwithstanding anything in this Agreement to the contrary, neither Seller nor any of its Affiliates shall be required to provide access to or disclose information where, in the reasonable judgment of Seller, such access or disclosure would jeopardize attorney-client or other applicable privilege or protection, or contravene any Laws, fiduciary duties or contractual obligations (provided that Seller will use commercially reasonable efforts to provide such access or disclosure in a manner that would not jeopardize such privilege or protection or contravene such Laws, fiduciary duties or contractual obligations), or such information concerns valuation of or the future plans for the Business or the Sale Process. The Purchaser Parties shall indemnify, defend and hold harmless Sellers and their Affiliates and each of their respective employees, directors and officers from and against all Losses resulting from or relating to the activities of the Purchaser Parties or any of its Affiliates or Representatives under this paragraph. (c) For a period of five (5) years following the Closing or such longer time as may be required by applicable Law, and subject to Section 5.4, each of the Parties shall preserve all records (including, for the avoidance of doubt, any loss run information with respect to occurrence-based insurance policies) and any information or statutory records possessed by such Party to the extent relating to the Business, the Purchased Assets or the Assumed Liabilities as of the Closing Date. For a period of five (5) years following the Closing or such longer time as may be required by applicable Law, each Party shall provide to the other Parties reasonable access, upon reasonable notice during normal business hours, consistent with applicable Law and in accordance with the procedures established by the providing Party, including applicable logistical restrictions or limitations as a result of Covid-19 or any Covid-19 Measures, to such records relating to the Business, the Purchased Assets or the Assumed Liabilities; provided, however, that nothing herein shall require any Party to take any action or provide any access pursuant to this Section 5.5(c) if doing so would (i) be reasonably likely to jeopardize any attorney-client privilege or in conflict with other applicable privilege or protection, or (ii) contravene any applicable Laws, fiduciary duties or contractual obligations (including any confidentiality agreement by which such Party is bound) (it being understood that such Party shall cooperate in any commercially reasonable efforts and requests for waivers that would otherwise enable the requested disclosure to which the other Parties without jeopardizing such privilege or protection or contravening such Laws, duties or contractual obligations). Each Party may request access under this Section 5.5(c) for any Sellerreasonable purpose in connection with the operation of the Business, audits, accounting, financial reporting, litigation, federal, foreign, or state securities disclosure or other business purposes of the Party requesting access. Notwithstanding the foregoing, following the fifth (5th) anniversary of the Closing Date or such longer time as may be required by applicable Law, any Subsidiary and all such records may be destroyed by a Party if such destroying Party provides the other Parties written notice of any Seller or any its intent to destroy such records, specifying in reasonable detail the contents of the records to be destroyed, and the other Party does not notify the destroying Party that such other Party desires to obtain possession of such records within sixty (60) days following delivery of such notice. In the event the other Party provides such notice of its desire to obtain possession of such records within sixty (60) days following delivery of the destroying Party’s notice, the destroying Party must give the requesting Party a reasonable opportunity, at the requesting Party’s expense, to segregate and transfer the records. In addition, following the Closing, each Party agrees to provide, and shall cause its Affiliates and their respective Representatives are bound to provide, such cooperation and assistance to the other Party, its Affiliates and their respective Representatives (including, for the avoidance of doubt, such Party’s auditors) as may be reasonably requested by such other Party upon reasonable advance written notice in which caseconnection with the audit, accounting, financial reporting, litigation, federal, foreign or state securities disclosure or other needs of such requesting Party; provided that such cooperation and assistance shall be provided at the requesting Party’s expense. (d) Notwithstanding the foregoing, cooperation and access to information with respect to Tax matters shall be governed exclusively by Section 7.1. (e) In addition to and without limiting the foregoing, within fifteen (15) days after the end of each fiscal month commencing with the first fiscal month ending after the date hereof and continuing through the end of the fiscal month immediately preceding the Closing Date, Seller shall deliver to Purchaser a report detailing key performance indicators (including volume, net sales, gross profit and program marketing) tracked for the Business and the Business Brands for the most recently completed fiscal month, in substantially the form included in Section 5.5(e) of the Seller Disclosure Schedules (the “Monthly KPI Reports”). (f) As promptly as reasonably practicable upon the occurrence of any event described in clause (a) or clause (b) of the definition of an Adverse Facilities Matter, Seller shall provide Purchaser written notice thereof including, to the extent requested by Purchaserknown, 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 detail as to the general nature specifics and causes of what is being withheld and the reason for withholding such materialevent. (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 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. (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, From the date hereof until the earlier Effective Time, subject to Applicable Law, the Company shall (i) give Parent and its Representatives, upon reasonable notice, reasonable access during normal business hours to the offices, properties, assets, books and records and personnel (including employees and agents) of the Executory Contract Designation Deadline Company 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 (ii) promptly 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 (including, for the avoidance of doubt, the work papers of the Company’s auditors to the extent Parent has executed a release in a form reasonably satisfactory to the Company’s auditors) as Purchaser such Persons may from time reasonably request and (iii) instruct its Representatives to time cooperate reasonably requestwith Parent in its investigation of the Company and its Subsidiaries (provided that the Company’s investment bankers, subjectattorneys, accountants and other advisors will not be required to furnish to Parent or its Representatives any of their internal documents or materials); provided that, in each case, such access may be limited to the confidentiality restrictions outlined extent, that such access would jeopardize the health and safety of any of its Representatives; provided, further, that the Company may, in its sole discretion, designate any competitively sensitive material as “Outside Counsel Only Material” such that such materials and the information contained therein shall be furnished only to the outside counsel of Parent and will not be disclosed to any other Persons unless express permission is obtained in advance from the Company or its legal counsel. The Company shall have the right to have its Representatives present in any investigation pursuant to this Section 6.03, and such investigation shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Nothing in this Section 6.1. Notwithstanding anything contained herein 6.03 shall require the Company to provide any access, or to disclose any (A) information if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws and privacy laws), (B) communications between the Company and its investment bankers, attorneys, accountants and other advisors or (C) information protected by attorney-client privilege to the contraryextent such privilege cannot be protected by the Company through exercise of its reasonable best efforts; provided that, Purchaser in the case of clauses (A) and (C), the Company shall consult with Sellers prior use reasonable best efforts to conducting allow for such access or disclosure (or as much of it as possible) in a manner that would not violate any environmental investigations such Applicable Law or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect jeopardize the protection of the Transferred Real Propertyattorney-client privilege.

Access to Information. (a) Sellers agree thatPrior to the Closing Date, until the earlier of the Executory Contract Designation Deadline but subject to any confidentiality obligations binding on Seller or Shareholder with respect to any Person, Seller and the termination of this AgreementShareholder shall, at Purchaser’s sole risk and expense, (i) give Purchaser shall be entitledand its authorized representatives reasonable access, through its Representatives or otherwiseduring, normal business hours and on reasonable notice, 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 Business (including the Purchased Transferred Assets and the 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. (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 permit Purchaser and its Representatives in connection with authorized representatives to make such investigation inspections as they may reasonably request and examination(iii) cause Seller’s and Shareholder’s directors, officers, managers, members and each of employees (as applicable) to furnish Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere representatives 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 that is available with respect to the Business (including the Transferred Assets and the Assumed Liabilities) as Purchaser and its representatives may from time to time reasonably request, subjectall in accordance with the terms and conditions of the confidentiality agreement, dated July 3, 2002, by and among Seller, Shareholder, Purchaser and its affiliates (the “Confidentiality Agreement”) and the Letter of Intent, dated July 17, 2002, by and among Seller, Shareholder and Purchaser (the “LOI”).. (b) After the Closing Date, Seller and Shareholder shall, in each caseaccordance with section 3 of the Confidentiality Agreement, (i) hold in strict confidence all documents and information concerning the Business (including the Transferred Assets and the Assumed Liabilities), (ii) only use such documents and information in accordance with the provisions of this Agreement and (iii) cause its agents and representatives, excluding those persons not under the reasonable control of Seller and Shareholder, to the also observe such confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein and non-use provisions, except to the contraryextent explicitly required by law or as otherwise consented to by Purchaser; provided that Purchaser hereby acknowledges and agrees that (i) Success Systems, Inc. (“SSI”) is a shareholder of Seller and, accordingly, a copy of this Agreement will be provided and the transactions contemplated hereby will be disclosed, to SSI and its principals, Xxxxxx (Xxxxx) Xxxxxxx and Xxxxxx Xxxxxxx (collectively, the “Xxxxxxxx”); (ii) SSI is in litigation with Seller and Shareholder, which litigation is referenced in Schedule 2.10 of the Disclosure Memorandum (the “SSI Litigation”), and that Seller and Shareholder may be legally obligated to provide to SSI and the Xxxxxxxx documents and information concerning the Business and other confidential information as part of the discovery process and other proceedings relating to the SSI Litigation and by virtue of the fact that SSI is a shareholder of Seller and (iii) the Xxxxxxxx were officers, directors and/or employees of Seller and, therefore, had access to trade secrets, proprietary and confidential information and intellectual property of Seller, and (iv) neither Seller nor Shareholder shall have any responsibility or liability to Purchaser or any affiliate of Purchaser under this Agreement, the Confidentiality Agreement or otherwise, with respect to the disclosure, publication, use, dissemination or misappropriation by SSI or the Xxxxxxxx of any such trade secrets, proprietary and confidential information or intellectual property. (c) After the Closing Date, Purchaser shall consult provide reasonable access to Seller for inspection and copying, at Seller’s expense at reasonable times upon request, any Records transferred to Purchaser pursuant to this Agreement that, at the time of such request, are in the possession or reasonable control of Purchaser. Such Records shall be retained for a reasonable period following the Closing consistent with Sellers prior Purchaser’s record retention policy as currently in effect or subsequently modified. (d) After the Closing Date, Seller and Shareholder shall provide reasonable access to conducting Purchaser for inspection and copying, at Purchaser’s expense at reasonable times upon request, any environmental investigations records and documents relating to the Business (including the Excluded Assets) and that, at the time of such request, are in the possession or examinations reasonable control of any nature, including Phase I Seller or Shareholder. Such records and Phase II site assessments and any environmental sampling documents shall be retained for a reasonable period following the Closing consistent with Seller’s record retention policy as currently in respect of the Transferred Real Propertyeffect or subsequently modified.

Access to Information. (a) Sellers agree thatUpon reasonable notice, until Tower Aggregator shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, accountants, and other authorized Representatives of Nextel 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, businessesits properties, books, Contractsand records (including, personnelwithout limitation, records the work papers of independent accountants) and, during such period, shall (and operations (including the Purchased Assets and Assumed Liabilitiesshall cause each of its Subsidiaries to) of Sellers and their Subsidiariesfurnish promptly to such Representatives all information concerning its business, 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 designeeproperties, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designeepersonnel as Nextel may reasonably request. If any material is withheld No investigation conducted pursuant to this Section 6.1(a)8.4(a) shall affect or be deemed to modify any of the representations or warranties made by Tower Aggregator and its Subsidiaries. Nextel agrees that it will not, Seller shall inform Purchaser in writing as and will cause its Representatives not to, use any information obtained pursuant to this Section 8.4(a) for any purpose unrelated to the general nature consummation of what is being withheld the transactions contemplated by this Agreement and the reason for withholding such materialAncillary Agreements. (b) Any Upon reasonable notice, Nextel shall (and shall cause each of its Subsidiaries to) afford to Tower Aggregator and its officers, employees, counsel, accountants and other authorized Representatives access, during normal business hours throughout the period prior to the Effective Time, to the books and records related to the Tower Assets contained in the due diligence room and, upon request during such period, to the Tower Assets and to such other information concerning the Tower Assets as Tower Aggregator may reasonably request. No investigation conducted pursuant to this Section 8.4(b) shall affect or be deemed to modify any of the representations or warranties made by Nextel and examination its Affiliates. Tower Aggregator agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 8.4(b) for any purpose unrelated to the consummation of the transactions contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 Agreement 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 PropertyAncillary Agreements.

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 nolinal 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 thatFrom and after 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)Applicable Law, 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 Affiliates to, (i) give 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 Buyer 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 Parties and their respective Subsidiaries identified by such executive officerscounsel, financial advisors, auditors and other Representatives reasonable access, during normal business hours, to the offices, properties, assets, books and records of Seller and its Affiliates (as it relates to the Business), offices(i) furnish to Buyer and its Affiliates and their respective counsel, properties 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 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 to time reasonably requestrequest (including any information necessary or useful in connection with any audit, subjectinvestigation, in each case, dispute or any other reasonable business purpose relating to the confidentiality restrictions outlined Business) and (i) use commercially reasonable efforts to cause the employees, counsel, financial advisors, auditors and other Representatives of Seller or any of its Affiliates to cooperate with Buyer in this Section 6.1. Notwithstanding anything contained herein its investigation of the Business; provided that Seller may restrict the foregoing access and disclosure to the contraryextent that such access or disclosure would (A) result in the loss of attorney-client privilege or other legal immunity or protection 48 from disclosure by Seller or (A) contravene any Applicable Law (except that, Purchaser shall consult with Sellers prior to conducting withholding any environmental investigations such access or examinations information pursuant to this proviso, Seller shall notify Buyer in writing of the nature of the information being withheld and take any actions as may reasonably be requested by Buyer to implement alternate arrangements (including entering into confidentiality agreements or joint defense agreements and redacting parts of documents or preparing “clean” summaries of information) in order to allow Buyer such access or information to the fullest extent reasonably practicable under the circumstances). Any investigation pursuant to this ‎Section 5.02(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the Business. No information or knowledge obtained by Buyer or any of its Affiliates or Representatives (including in any investigation pursuant to this ‎Section 5.02(a)) shall affect or be deemed to modify any representation, warranty or agreement made by any Party hereunder. (a) Except as set forth in ‎‎Section 8.01 with respect to Tax records, Seller and each Affiliate thereof shall maintain the books and records retained by it and relating to the Business (to the extent originals or copies thereof have not been provided as part of the Purchased Assets) for at least seven years after which such party will have the right to destroy such books and records in its discretion, subject to the requirements of Applicable Law; provided that the applicable party shall give Buyer advance written notice of any nature, including Phase I such proposed destruction and Phase II site assessments shall provide Buyer with a reasonable opportunity to request and take delivery of any environmental sampling in respect of the Transferred Real Propertysuch books and records.

Access to Information. (a) Sellers agree that, until Subject to Section 5.05 hereof and to the earlier terms of the Executory Contract Designation Deadline Confidentiality Agreement referred to therein, from the date hereof to 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 SubsidiariesClosing Date, including access to systemsupon reasonable notice, 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 cooperateCEC shall, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser the members of the CMH Group (other than the Clarklift/Samsung Entities) 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), directors, employees and agents to, and shall use its commercially reasonable efforts to cause the Clarklift/Samsung Entities to, (i) afford the officers, employees and authorized agents and representatives of the Purchaser reasonable access, during normal business hours, to the offices, properties and other facilitiesproperties, and books, Contracts books and records of the Business and such members of the CMH Group 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 Representatives the officers, employees and authorized agents and representatives of the Purchaser such additional financial and operating data and other information regarding the assets, properties, goodwill and operations of such members of the CMH Group as the Purchaser may from time to time reasonably request; provided, subjecthowever, that such investigation shall not unreasonably interfere with the business or operations of CEC or any of its subsidiaries or affiliates or any member of the CMH Group; and provided further that nothing contained herein shall be construed as an express or implied waiver or forfeiture by CEC or any of its subsidiaries or affiliates or any member of the CMH Group of any attorney-client privilege, accountant-client privilege, work product privilege or any other privilege belonging to or accruing to the benefit of any of the foregoing. If, in the course of any investigation pursuant to this Section 5.03 or otherwise in connection with the Purchaser's evaluation of the transactions contemplated by this Agreement, the Purchaser discovers any breach of any representation or warranty contained in this Agreement or any circumstance or condition that upon Closing would constitute such a breach, the Purchaser covenants that it will promptly so inform CEC of such breach or incipient breach. (b) In order to facilitate the resolution of various claims that may from time to time be asserted by or against or incurred by CEC or any of its subsidiaries or affiliates prior to or after the Closing Date, and in order to facilitate the preparation of any financial statements, tax returns or any documents required to be filed with governmental authorities by CEC or any of its subsidiaries or affiliates, upon reasonable notice, the Purchaser shall, and shall cause each casemember of the CMH Group (other than the Clarklift/Samsung Entities) to, and shall use its commercially reasonable efforts to cause the Clarklift/Samsung Entities to, from and after the Closing, (i) afford the officers, employees and authorized agents and representatives of CEC and its subsidiaries and affiliates reasonable access, during normal business hours, to the confidentiality restrictions outlined offices, properties, books and records of the Business and such members of the CMH Group (including the accountants, attorneys or other agents or representatives of any of the foregoing) with respect to the assets, properties, liabilities, employees and/or business (former and present) of the Business and such members of the CMH Group, (ii) furnish to the officers, employees and authorized agents and representatives of CEC and its subsidiaries and affiliates such additional financial and other information regarding the assets, properties, liabilities, employees and/or business (former and present) at the Business and such members of the CMH Group as CEC may from time to time reasonably request and (iii) make available to CEC and its subsidiaries and affiliates the employees of such members of the CMH Croup whose assistance, testimony or presence is necessary or desirable to assist CEC or any of its subsidiaries or affiliates in evaluating any such claims and in defending such claims, including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that the foregoing shall not unreasonably interfere with the operations of the Purchaser or the members of the CMH Group and that CEC shall promptly reimburse the Purchaser for all out-of-pocket expenses reasonably incurred by the Purchaser in performing its obligations pursuant to this Section 6.1. Notwithstanding anything 5.03(b), other than any such expenses incurred in connection with any Covered Liability (as defined in Section 5.08 hereof); and provided, further that nothing contained herein shall be Construed as an express or implied waiver or forfeiture by the Purchaser or any of its subsidiaries or affiliates or any member of the CMH Group of any attorney-client privilege, accountant-client privilege, work product privilege or any other privilege belonging to or accruing to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations benefit of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyforegoing.

Access to Information. Subject to restrictions imposed by applicable Law, and upon reasonable advance notice to the Company, the Company shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours and under reasonable circumstances during the period from the date hereof and prior to the Closing to (a) Sellers agree that, until the earlier 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, Contracts, personnelcommitments and records of the Company, records and operations including all Company Intellectual Property (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systemsdesign processes and methodologies and all source code) and (b) all other information concerning the business, dataproperties and personnel of the Company, databases in each case of clauses (a) and (b), as Parent may reasonably request in connection with Parent’s efforts to consummate the Transactions. The Company agrees to provide to Parent and its accountants, counsel and other representatives copies of internal financial statements as are prepared for benefit plan administration; provided howeverdistribution to the management of the Company promptly upon request. Notwithstanding anything to the contrary herein, that no such investigation access, examination or examination provision of information shall be permitted to the extent that (i) it wouldwould unreasonably disrupt the operations of the Company, in Sellers’ reasonable determination(ii) it would reasonably be expected to cause competitive harm to the Company if the Transactions are not consummated, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to (iii) the Company determines that such access or examination could jeopardize the attorney-client privilege or in conflict with contravene any confidentiality agreement applicable Law or Contract to which any Sellerthe Company is a party as of the date hereof (provided, any Subsidiary of any Seller or any of their respective Representatives are bound (however, that 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 event such conflict, or restructure the form of access, so as examination or provision of information could reasonably be expected to violate any such applicable Law or Contract or jeopardize any attorney-client privilege, the Parties shall take all reasonable measures to permit the access requestedcompliance with such obligations in a manner that avoid any such harm or consequence); provided further, that notwithstanding the notice provisions . No information or knowledge obtained 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)4.2 or otherwise shall affect or be deemed to modify any representation or warranty contained herein, Seller shall inform Purchaser in writing as 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 Merger 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 terms and provisions hereof or otherwise prejudice in any way the rights and remedies 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 PropertyParent.