Common use of Access to Properties and Records; Confidentiality Clause in Contracts

Access to Properties and Records; Confidentiality. The LTV Companies shall afford to Buyer, and to the accountants, counsel and representatives of Buyer, reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to ARTICLE 8) to all books and records of the LTV Companies relating to the Acquired Assets and the Assumed Liabilities. Upon reasonable prior notice, Sellers shall also afford Buyer reasonable access, during normal business hours, to Indiana Harbor, Cleveland Works, Hennepin, Lorain Pellet Facility, Xxxxxx Xxxx Battery, Grand River Lime Facility and LSE and to all Acquired Assets throughout the period prior to the Closing Date. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall have the right to contact and negotiate directly with Sellers' joint venturers and other partners, parties to the Executory Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The rights of access contained in this SECTION 5.1(b) are granted subject to, and on, the following terms and conditions: (A) any such investigation shall not include physical testing or sampling, in each case related to environmental matters and will otherwise be conducted in a reasonable manner; (B) during the period from the date hereof to the Closing Date, all information provided to Buyer or its agents or representatives by or on behalf of Seller or its agents or representatives (whether pursuant to this SECTION 5.1(b) or otherwise) will be governed and protected by the Confidentiality Agreement between Buyer and LTV Corp. (the "CONFIDENTIALITY AGREEMENT") or the Antitrust CA; and (C) such rights of access shall not affect or modify the conditions set forth in ARTICLE 7 in any way. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Sellers hereunder. From the date hereof through the Closing Date, LTV shall provide to Buyer, at no charge, the right to use reasonable office space at Independence Center and/or Cleveland Works as requested by Buyer and shall provide appropriate equipment and facilities for reasonable use by Buyer including parking spaces, phones, fax machines and copy machines.

Access to Properties and Records; Confidentiality. The LTV Companies On reasonable advance notice, Seller shall afford to Buyer(i) permit Purchaser and its representatives, and to the accountants, counsel and representatives accompanied by an officer of BuyerSeller, reasonable access during normal business hours throughout to its properties, and shall make available to Purchaser and its representatives all books, papers and records relating its assets, stock ownership, properties, operations, obligations and liabilities, and (ii) furnish to Purchaser and their representatives such financial and operating data and other information relating to Seller as such Persons may reasonably request. Seller shall not be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the period rights of any customer, violate the terms of any contract, violate employee privacy rights, jeopardize attorney-client privilege or contravene any Applicable Law. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller. Purchaser shall, and shall cause its directors, officers, attorneys and advisors to, maintain the confidentiality of all information obtained in such investigation which is not otherwise publicly disclosed by Seller in accordance with the terms of the Confidentiality Agreement. Notwithstanding any other provision contained in this Agreement, Purchaser shall not under any circumstance be permitted to exercise control of Seller prior to the Closing Date (or Effective Time. As soon as reasonably available, but in no event more than 45 days after the earlier termination end of each fiscal quarter ending after the date of this Agreement pursuant to ARTICLE 8) to all books and records of the LTV Companies relating to the Acquired Assets and the Assumed Liabilities. Upon reasonable prior notice, Sellers shall also afford Buyer reasonable access, during normal business hours, to Indiana Harbor, Cleveland Works, Hennepin, Lorain Pellet Facility, Xxxxxx Xxxx Battery, Grand River Lime Facility and LSE and to all Acquired Assets throughout the period prior to the Closing DateEffective Time, Seller will deliver to Purchaser Seller’s Call Report filed for such quarter. In additionSeller shall cause its audited financial statements for the year ended December 31, notwithstanding any provision of the Confidentiality Agreement 2011 to the contrary, Buyer shall have the right to contact and negotiate directly be timely prepared in accordance with Sellers' joint venturers and other partners, parties to the Executory Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The rights of access contained in this SECTION 5.1(b) are granted subject to, and on, the following terms and conditions: (A) any such investigation shall not include physical testing or sampling, in each case related to environmental matters and will otherwise be conducted in a reasonable manner; (B) during the period from the date hereof to the Closing Date, all information provided to Buyer or its agents or representatives by or on behalf of Seller or its agents or representatives (whether pursuant to this SECTION 5.1(b) or otherwise) will be governed and protected by the Confidentiality Agreement between Buyer and LTV Corp. (the "CONFIDENTIALITY AGREEMENT") or the Antitrust CA; and (C) such rights of access shall not affect or modify the conditions set forth in ARTICLE 7 in any way. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Sellers hereunder. From the date hereof through the Closing Date, LTV shall provide to Buyer, at no charge, the right to use reasonable office space at Independence Center and/or Cleveland Works as requested by Buyer past practice and shall provide appropriate equipment and facilities for reasonable use by Buyer including parking spaces, phones, fax machines and copy machinescopies thereof to Purchaser within 15 Business Days of completion. Seller shall also furnish to Purchaser copies of the Monthly Financial Statements within ten Business Days of the end of the month to which the Monthly Financial Statements relate.

Access to Properties and Records; Confidentiality. The LTV Companies shall afford to Buyer, and to the accountants, counsel and representatives of Buyer, reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to ARTICLE 8) to all books and records of the LTV Companies relating to the Acquired Assets and the Assumed Liabilities. Upon reasonable prior notice, Sellers shall also afford Buyer reasonable access, during normal business hours, to Indiana Harbor, Cleveland Works, Hennepin, Lorain Pellet Facility, Xxxxxx Xxxx Warren Coke Battery, Grand River Lime Facility and LSE and to all Acquired Assets Acquxxxx Xxxxxx throughout the period prior to the Closing Date. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall have the right to contact and negotiate directly with Sellers' joint venturers and other partners, parties to the Executory Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The rights of access contained in this SECTION 5.1(b) are granted subject to, and on, the following terms and conditions: (A) any such investigation shall not include physical testing or sampling, in each case related to environmental matters and will otherwise be conducted in a reasonable manner; (B) during the period from the date hereof to the Closing Date, all information provided to Buyer or its agents or representatives by or on behalf of Seller or its agents or representatives (whether pursuant to this SECTION 5.1(b) or otherwise) will be governed and protected by the Confidentiality Agreement between Buyer and LTV Corp. (the "CONFIDENTIALITY AGREEMENT") or the Antitrust CA; and (C) such rights of access shall not affect or modify the conditions set forth in ARTICLE 7 in any way. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Sellers hereunder. From the date hereof through the Closing Date, LTV shall provide to Buyer, at no charge, the right to use reasonable office space at Independence Center and/or Cleveland Works as requested by Buyer and shall provide appropriate equipment and facilities for reasonable use by Buyer including parking spaces, phones, fax machines and copy machines.

Access to Properties and Records; Confidentiality. The LTV Companies (a) From and after the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with its terms or the Closing Date, the Seller shall afford to Buyerpermit, and shall cause PMAC to permit, the Purchaser Parties and their attorneys, accountants, employees, officers, agents and other authorized representatives (collectively, “Representatives”) reasonable access upon reasonable notice to the accountantsWalnut Creek Property and the Leased Real Property (subject to the provisions of the Real Property Leases), counsel and representatives of Buyerthe Business Employees and Business Contractors (to the extent permitted by the vendor party to such Business Contractor’s applicable Business Contractor Services Agreement), reasonable access and shall disclose and make available to the Purchaser Parties during normal business hours throughout the period prior to the Closing Date (or the earlier termination all of this Agreement pursuant to ARTICLE 8) to all books its books, papers and records of the LTV Companies relating to the Acquired Assets and the Assumed Liabilities. Upon reasonable prior notice, Sellers shall also afford Buyer reasonable access, during normal business hours, to Indiana Harbor, Cleveland Works, Hennepin, Lorain Pellet Facility, Xxxxxx Xxxx Battery, Grand River Lime Facility and LSE and to all Acquired Assets throughout the period prior to the Closing Date. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall have the right to contact and negotiate directly with Sellers' joint venturers and other partners, parties to the Executory Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The rights of access contained in this SECTION 5.1(b) are granted subject to, and on, the following terms and conditions: (A) any such investigation shall not include physical testing or samplingrecords, in each case related to environmental matters the extent they relate to the Business or the Shares, including, but not limited to, all books of account (including the general ledger), tax records, Organizational Documents, bylaws, material contracts and will otherwise be conducted agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which the Purchaser Parties may have a reasonable mannerinterest; (B) during provided, however, that the period from Seller and PMAC shall not be required to provide access to or disclose information where such access or disclosure, in the date hereof Seller’s reasonable judgment, would interfere with the normal conduct of the Seller’s or PMAC’s business, or would result in the waiver by the Seller or PMAC of the privilege protecting communications between the Seller or PMAC and any of their counsel, or would be contrary to any Law applicable to the Closing Date, all information provided to Buyer or its agents or representatives by or on behalf of Seller or its agents or representatives (whether pursuant to this SECTION 5.1(b) or otherwise) will be governed and protected by the Confidentiality Agreement between Buyer and LTV Corp. (the "CONFIDENTIALITY AGREEMENT") or the Antitrust CA; and (C) such rights of access shall not affect or modify the conditions set forth in ARTICLE 7 in any wayPMAC. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Sellers hereunder. From the date hereof through the Closing Date, LTV The Seller shall provide the Purchaser with such historical financial information regarding the Business as the Purchaser Parties may reasonably request. The Purchaser and its Representatives shall use commercially reasonable efforts to Buyerminimize any interference with the Seller’s and PMAC’s regular business operations during any such access to the Seller’s or PMAC’s property, at no charge, the right to use reasonable office space at Independence Center and/or Cleveland Works as requested by Buyer books and shall provide appropriate equipment and facilities for reasonable use by Buyer including parking spaces, phones, fax machines and copy machinesrecords.

Access to Properties and Records; Confidentiality. The LTV Companies (a) On reasonable advance written notice, Westchester and TWB shall afford to Buyerpermit Valley and its representatives, and to Valley and VNB shall permit Westchester and its representatives, accompanied by an officer of the accountants, counsel and representatives of Buyerrespective party, reasonable access during normal business hours throughout to their respective properties, and shall make available to Valley and its representatives or Westchester and its representatives as the period case may be, all books, papers and records relating to their respective assets, stock ownership, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax records, minute books of directors’ and stockholders’ meetings, charter documents, material contracts and agreements, filings with any regulatory authority, independent auditors’ work papers (subject to the receipt by such auditors of a standard access representation letter), litigation files, plans affecting employees, and any other business activities or prospects in which Valley and its representatives or Westchester and its representatives may have a reasonable interest. Neither Valley nor Westchester nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Valley’s or Westchester’s, as the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, statute, order, rule, regulation, judgment, writ, decree, injunction, policy and/or guideline of any Governmental Entity applicable to the other party, fiduciary duty or binding contract entered into prior to the Closing Date (or the earlier termination date of this Agreement pursuant to ARTICLE 8) to all books and records of the LTV Companies relating or to the Acquired Assets and the Assumed Liabilities. Upon extent that Valley or Westchester may impose any reasonable prior notice, Sellers shall also afford Buyer reasonable access, during normal business hours, to Indiana Harbor, Cleveland Works, Hennepin, Lorain Pellet Facility, Xxxxxx Xxxx Battery, Grand River Lime Facility and LSE and to all Acquired Assets throughout the period prior to the Closing Date. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall have the right to contact and negotiate directly with Sellers' joint venturers and other partners, parties to the Executory Contracts and lenders restrictions with respect to any Acquired Assets in-person access in light of the Pandemic or Assumed Liabilitiesthe Pandemic Measures, including the health and safety of its employees. The rights parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of access contained the preceding sentence apply. Westchester acknowledges that Valley may be involved in this SECTION 5.1(b) are granted subject to, discussions concerning potential acquisitions of banks and on, the following terms other entities and conditions: (A) any such investigation Valley shall not include physical testing or sampling, in each case related be obligated to environmental matters and will otherwise be conducted in a reasonable manner; (B) during the period from the date hereof disclose such information to the Closing Date, all Westchester except as such information provided to Buyer or its agents or representatives is publicly disclosed by or on behalf of Seller or its agents or representatives (whether pursuant to this SECTION 5.1(b) or otherwise) will be governed and protected by the Confidentiality Agreement between Buyer and LTV Corp. (the "CONFIDENTIALITY AGREEMENT") or the Antitrust CA; and (C) such rights of access shall not affect or modify the conditions set forth in ARTICLE 7 in any way. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Sellers hereunder. From the date hereof through the Closing Date, LTV shall provide to Buyer, at no charge, the right to use reasonable office space at Independence Center and/or Cleveland Works as requested by Buyer and shall provide appropriate equipment and facilities for reasonable use by Buyer including parking spaces, phones, fax machines and copy machinesValley.

Access to Properties and Records; Confidentiality. The LTV Companies (a) From and after the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with its terms or the Closing Date, each Seller shall afford to Buyerpermit, and shall each cause the CMG Companies to permit, the Purchaser Parties and their attorneys, accountants, employees, officers, agents and other authorized representatives (collectively, “Representatives”) reasonable access upon reasonable notice to the accountantsLeased Real Property (subject to the provisions of the Real Property Lease) and the Business Employees and Business Contractors (for the PMI Business Contractors, counsel to the extent permitted by the vendor party to such PMI Business Contractor’s applicable Business Contractor Services Agreement), and representatives of Buyer, reasonable access shall disclose and make available to the Purchaser Parties during normal business hours throughout the period prior to the Closing Date (or the earlier termination all of this Agreement pursuant to ARTICLE 8) to all books its books, papers and records of the LTV Companies relating to the Acquired Assets and the Assumed Liabilities. Upon reasonable prior notice, Sellers shall also afford Buyer reasonable access, during normal business hours, to Indiana Harbor, Cleveland Works, Hennepin, Lorain Pellet Facility, Xxxxxx Xxxx Battery, Grand River Lime Facility and LSE and to all Acquired Assets throughout the period prior to the Closing Date. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall have the right to contact and negotiate directly with Sellers' joint venturers and other partners, parties to the Executory Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The rights of access contained in this SECTION 5.1(b) are granted subject to, and on, the following terms and conditions: (A) any such investigation shall not include physical testing or samplingrecords, in each case related to environmental matters the extent they relate to the CMG Business or the Shares, including, but not limited to, all books of account (including the general ledger), tax records, Organizational Documents, bylaws, material contracts and will otherwise agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which the Purchaser Parties may have a reasonable interest; provided, however, that the Sellers shall not be conducted required to provide access to or disclose information where such access or disclosure, in a Seller’s reasonable manner; (B) during judgment, would interfere with the period from normal conduct of such Seller’s business or would result in the date hereof waiver by either Seller of the privilege protecting communications between a Seller and any of its counsel, or would be contrary to any Law applicable to the Closing DateSellers; provided, all information provided further, that neither Seller shall be required to Buyer or its agents or representatives by or on behalf provide access to the personnel records of any Business Employee that is not a Transferred Employee (as defined in the Asset Purchase Agreement) without such employee’s prior written consent and neither Seller or its agents or representatives (whether pursuant shall have any obligation to this SECTION 5.1(b) or otherwise) will be governed and protected by the Confidentiality Agreement between Buyer and LTV Corp. (the "CONFIDENTIALITY AGREEMENT") or the Antitrust CA; and (C) request such rights of access shall not affect or modify the conditions set forth in ARTICLE 7 in any wayconsent. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by The Sellers hereunder. From the date hereof through the Closing Date, LTV shall provide the Purchaser with such historical financial information regarding the CMG Business as the Purchaser Parties may reasonably request. The Purchaser and its Representatives shall use commercially reasonable efforts to Buyerminimize any interference with the Sellers’ regular business operations during any such access to the Sellers’ property, at no charge, the right to use reasonable office space at Independence Center and/or Cleveland Works as requested by Buyer books and shall provide appropriate equipment and facilities for reasonable use by Buyer including parking spaces, phones, fax machines and copy machinesrecords.

Access to Properties and Records; Confidentiality. The LTV Companies (a) Except as provided below, once a public announcement of this Agreement has been made, Seller shall afford permit Buyer access to Buyerits and the Seller Subsidiary's properties during normal business hours upon reasonable prior notice, and shall disclose and make available to Buyer all Records, including all books, papers and records relating to the assets, partnership interests, stock ownership, properties, operations, obligations and liabilities of Seller and the Seller Subsidiary, including, but not limited to, all books of account (including the general ledger), tax records, minute books of Partners', directors' and stockholders' meetings, organizational documents, by-laws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, counsel litigation files, plans affecting employees, and representatives any other business activities or prospects in which Buyer may reasonably have an interest in light of Buyer, the 23 transactions contemplated hereby. Seller shall use best efforts to make arrangements with each third party provider of services to Seller or the Seller Subsidiary to permit Buyer reasonable access to all of Seller's and the Seller Subsidiary's Records held by each such third party. Buyer shall permit Seller reasonable access during normal business hours throughout upon reasonable prior notice to such properties and records of Buyer in which Seller may reasonably have an interest in light of the period prior transactions contemplated hereby. Neither Buyer nor Seller shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the Closing Date (rights of any customer, would jeopardize the attorney-client privilege of the institution in possession or control of such information, or would contravene any law, rule, regulation, order, judgment, decree or binding agreement or, in the earlier termination event of any litigation or threatened litigation between the parties over the terms of this Agreement pursuant where access to ARTICLE 8) information may be adverse to the interests of such party. The parties will use all books and records reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the LTV Companies relating to the Acquired Assets and the Assumed Liabilities. Upon reasonable prior notice, Sellers shall also afford Buyer reasonable access, during normal business hours, to Indiana Harbor, Cleveland Works, Hennepin, Lorain Pellet Facility, Xxxxxx Xxxx Battery, Grand River Lime Facility and LSE and to all Acquired Assets throughout the period prior to the Closing Date. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall have the right to contact and negotiate directly with Sellers' joint venturers and other partners, parties to the Executory Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The rights of access contained in this SECTION 5.1(b) are granted subject to, and on, the following terms and conditions: (A) any such investigation shall not include physical testing or sampling, in each case related to environmental matters and will otherwise be conducted in a reasonable manner; (B) during the period from the date hereof to the Closing Date, all information provided to Buyer or its agents or representatives by or on behalf of Seller or its agents or representatives (whether pursuant to this SECTION 5.1(b) or otherwise) will be governed and protected by the Confidentiality Agreement between Buyer and LTV Corp. (the "CONFIDENTIALITY AGREEMENT") or the Antitrust CA; and (C) such rights of access shall not affect or modify the conditions set forth in ARTICLE 7 in any way. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Sellers hereunder. From the date hereof through the Closing Date, LTV shall provide to Buyer, at no charge, the right to use reasonable office space at Independence Center and/or Cleveland Works as requested by Buyer and shall provide appropriate equipment and facilities for reasonable use by Buyer including parking spaces, phones, fax machines and copy machinespreceding sentence apply.

Access to Properties and Records; Confidentiality. The LTV Companies Prior to the Closing Date, unless an Alternative Transaction is approved in accordance with the Bidding Procedures, Seller shall afford to Buyer, Buyer and to the accountants, counsel and representatives of Buyer, reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to ARTICLE 8) Article 13) to all books and records of Seller relating exclusively to the LTV Companies relating to Business for purposes of assisting in the transition of the Acquired Assets and Assumed Liabilities to the Assumed LiabilitiesBuyer at the Closing if (a) permitted under Law, (b) such books and records are not subject to confidentiality agreements, (c) disclosing such books and records would not adversely affect any attorney client privilege, work product or similar privilege and (d) such books and records do not relate to any confidential proprietary models or other information of Seller or any of its Affiliates pertaining to project evaluation, price curves or projections or other economic or other predictive models. Upon reasonable prior notice, Sellers Seller shall also afford Buyer reasonable access, during normal business hours, to Indiana Harborthe Business, Cleveland Works, Hennepin, Lorain Pellet Facility, Xxxxxx Xxxx Battery, Grand River Lime Facility and LSE to all operations of the Business and to all Acquired Assets throughout the period prior to the Closing Date. In addition, notwithstanding any provision Date for purposes of assisting in the transition of the Confidentiality Agreement to the contrary, Buyer shall have the right to contact and negotiate directly with Sellers' joint venturers and other partners, parties to the Executory Contracts and lenders with respect to any Acquired Assets or and the Assumed LiabilitiesLiabilities to Buyer at the Closing. The rights of access contained in this SECTION 5.1(b) Section 6.3 are granted subject to, and on, the following terms and conditions: (Av) any such investigation shall not include physical testing or sampling, samplings and shall be exercised in each case related such a manner as not to environmental matters and will otherwise be conducted in a reasonable mannerinterfere unreasonably with the operation of the Business; (Bw) during the period from the date hereof to through the Closing Date, all information provided to Buyer or its agents or representatives by or on behalf of Seller or its their agents or representatives (whether pursuant to this SECTION 5.1(b) Section 6.3 or otherwise) will be is governed by and protected by subject to the Confidentiality Agreement Agreement, dated as of February 12, 2009, by and between Flying J and Buyer and LTV Corp. or an Affiliate of Buyer (the "CONFIDENTIALITY AGREEMENT") or the Antitrust CA“Confidentiality Agreement”); and (Cx) such rights of access shall not affect or modify the conditions set forth in ARTICLE 7 Article 12 in any way. It is acknowledged ; (y) all such rights of access are at Buyer’s sole cost, expense and understood that no investigation by Buyer or other information received by risk; and Buyer shall operate indemnify Seller for any damages, suits, claims, proceedings, fines, judgments, costs or expenses (including attorneys’ fees and incidental, consequential or punitive damages) that Seller or any third party may suffer as a waiver or otherwise affect any representation, warranty or other agreement given or made by Sellers hereunder. From the date hereof through the Closing Date, LTV result of Buyer’s exercise of its rights under this Section 6.3; and (z) Buyer shall provide comply with and adhere to Buyer, at no charge, the right to use reasonable office space at Independence Center and/or Cleveland Works as requested by Buyer all of Seller’s safety policies and shall provide appropriate equipment and facilities for reasonable use by Buyer including parking spaces, phones, fax machines and copy machinesprocedures.

Access to Properties and Records; Confidentiality. (a) The LTV Companies Seller shall afford permit the Buyer reasonable access, upon reasonable advance notice, to Buyerits properties and those of its subsidiaries, and shall disclose and make available to the Buyer all Records, including all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Seller and its subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors and stockholders meetings, organizational documents, by-laws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, counsel litigation files, plans affecting employees, and representatives any other business activities or prospects in which the Buyer may reasonably have an interest in light of Buyer, the transactions contemplated hereby. The Seller shall use all reasonable efforts to make arrangements with each third party provider of services to the Seller to permit the Buyer reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to ARTICLE 8) to all books of the Seller's Records held by each such third party. The Buyer shall permit the Seller reasonable access to such properties and records of the LTV Companies relating to Buyer and/or its subsidiaries in which the Acquired Assets and the Assumed Liabilities. Upon reasonable prior notice, Sellers shall also afford Buyer reasonable access, during normal business hours, to Indiana Harbor, Cleveland Works, Hennepin, Lorain Pellet Facility, Xxxxxx Xxxx Battery, Grand River Lime Facility and LSE and to all Acquired Assets throughout the period prior to the Closing Date. In addition, notwithstanding any provision Seller may reasonably have an interest in light of the Confidentiality Agreement transactions contemplated hereby. Neither the Buyer nor the Seller nor any of their respective subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the contraryrights of any customer, Buyer shall have would jeopardize the right to contact and negotiate directly with Sellers' joint venturers and other partnersattorney-client privilege of the institution in possession or control of such information, parties to the Executory Contracts and lenders with respect to or would contravene any Acquired Assets law, rule, regulation, order, judgment, decree or Assumed Liabilitiesbinding agreement. The rights parties will use all reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of access contained in this SECTION 5.1(b) are granted subject to, and on, the following terms and conditions: (A) any such investigation shall not include physical testing or sampling, in each case related to environmental matters and will otherwise be conducted in a reasonable manner; (B) during the period from the date hereof to the Closing Date, all information provided to Buyer or its agents or representatives by or on behalf of Seller or its agents or representatives (whether pursuant to this SECTION 5.1(b) or otherwise) will be governed and protected by the Confidentiality Agreement between Buyer and LTV Corp. (the "CONFIDENTIALITY AGREEMENT") or the Antitrust CA; and (C) such rights of access shall not affect or modify the conditions set forth in ARTICLE 7 in any way. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Sellers hereunder. From the date hereof through the Closing Date, LTV shall provide to Buyer, at no charge, the right to use reasonable office space at Independence Center and/or Cleveland Works as requested by Buyer and shall provide appropriate equipment and facilities for reasonable use by Buyer including parking spaces, phones, fax machines and copy machinespreceding sentence apply.

Access to Properties and Records; Confidentiality. The LTV Companies Sellers shall afford to Buyer, and to the accountants, counsel and representatives of Buyer, reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to ARTICLE 8) Article 13) to all books and records of Sellers and the LTV Companies Subsidiaries relating to the Acquired Assets (to the extent permitted under Law), and shall also afford such access to Buyer following Closing to the extent Sellers and the Assumed LiabilitiesExcluded Subsidiaries retain any books and records relating to the Acquired Assets. Upon reasonable prior notice, Sellers shall also afford to Buyer reasonable access, during normal business hours, to Indiana Harbor, Cleveland Works, Hennepin, Lorain Pellet Facility, Xxxxxx Xxxx Battery, Grand River Lime Facility members of management responsible for the Acquired Assets and LSE and to for all operations of the Acquired Assets throughout the period prior from the date hereof to the Closing Date. In additionSellers shall permit Buyer reasonable access, notwithstanding any provision of accompanied by management responsible for the Confidentiality Agreement Acquired Assets, to the contrary, Buyer shall have the right to contact customers and negotiate directly with Sellers' joint venturers and other partners, parties to the Executory Contracts and lenders with respect to any Acquired Assets or Assumed Liabilitiessuppliers. The rights of access contained in this SECTION 5.1(b) Section 6.4 are granted subject to, and on, the following terms and conditions: (Aa) any such investigation shall not include physical testing or samplingsamplings, and shall be exercised in each case related such a manner as not to environmental matters and will otherwise be conducted in a reasonable manner; (B) during interfere unreasonably with the period from operation of the date hereof to the Closing Date, all information provided to Buyer Acquired Assets or its agents or representatives by or on behalf other business of Seller or its agents or representatives (whether pursuant to this SECTION 5.1(b) or otherwise) will be governed and protected by the Confidentiality Agreement between Buyer and LTV Corp. (the "CONFIDENTIALITY AGREEMENT") or the Antitrust CA; Sellers and (Cb) such rights of access shall not affect or modify the conditions set forth in ARTICLE 7 Article 12 in any way. It is acknowledged With respect to any litigation and understood claims that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representationare Assumed Liabilities, warranty or other agreement given or made by Sellers hereunder. From the date hereof through the Closing Date, LTV shall provide to BuyerSellers, at no chargeBuyer’s expense, the right to use shall, following Closing, render all reasonable office space at Independence Center and/or Cleveland Works as requested by assistance that Buyer may request in defending such litigation or claim and shall provide appropriate equipment and facilities for reasonable use by make available to Buyer including parking spaces, phones, fax machines and copy machinespersonnel most knowledgeable about the matter in question.

Access to Properties and Records; Confidentiality. The LTV Companies Seller shall afford to Buyer, and to the accountants, counsel and representatives of Buyer, reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to ARTICLE 8) Article 13) to all Business Records of Seller relating to the Business if (w) permitted under Law (x) such books and records are not subject to confidentiality agreements, (y) disclosing such books and records would not adversely affect any attorney client privilege, work product or similar privilege and (z) such books and records do not relate to any confidential proprietary models or other information of the LTV Companies Seller or any of its Affiliates (other than any such models or information relating exclusively to the Acquired Assets and the Assumed LiabilitiesBusiness). Upon reasonable prior notice, Sellers Seller shall also afford Buyer reasonable access, during normal business hours, to Indiana Harborthe Business, Cleveland Works, Hennepin, Lorain Pellet Facility, Xxxxxx Xxxx Battery, Grand River Lime Facility and LSE all operations of the Business and to all Acquired Assets throughout the period prior to the Closing Date. In addition, notwithstanding any provision Date (or the earlier termination of the Confidentiality this Agreement pursuant to the contrary, Buyer shall have the right to contact and negotiate directly with Sellers' joint venturers and other partners, parties to the Executory Contracts and lenders with respect to any Acquired Assets or Assumed LiabilitiesArticle 13). The rights of access contained in this SECTION 5.1(b) Section 6.3 are granted subject to, and on, the following terms and conditions: (A) unless otherwise agreed by the parties in writing, any such investigation shall not include physical testing or sampling, and shall be exercised in each case related such a manner as not to environmental matters and will otherwise be conducted in a reasonable mannerinterfere unreasonably with the operation of the Business; (B) during the period from the date hereof to the Closing Date, all information provided to Buyer or its agents or representatives by or on behalf of Seller or its their agents or representatives (whether pursuant to this SECTION 5.1(b) Section 6.3 or otherwise) will shall be governed by and protected by subject to the Confidentiality Agreement Agreement, dated as of November 12, 2009, by and between Buyer Xxxxxxx Controls, Inc. and LTV Corp. Visteon (the "CONFIDENTIALITY AGREEMENTConfidentiality Agreement") or the Antitrust CA); and (C) such rights of access shall not affect or modify the conditions set forth in ARTICLE 7 Article 12 in any way. It is acknowledged ; (D) all such rights of access shall be at Buyer's sole cost, expense and understood that no investigation by Buyer or other information received by risk; and Buyer shall operate indemnify Seller for any damages, suits, claims, proceedings, fines, judgments, costs or expenses (including attorneys' fees and incidental, consequential or punitive damages) (collectively, "Losses") that Seller or any third party may suffer as a waiver or otherwise affect any representationresult of Buyer's exercise of its rights under this Section 6.3; and (E) Buyer shall comply with and adhere to all of Seller's safety policies and procedures. Without limiting the foregoing, warranty or other agreement given or made by Sellers hereunder. From the date hereof through the Closing Date, LTV shall provide to Buyer, at no charge, the right to use reasonable office space at Independence Center and/or Cleveland Works as requested by Buyer and the Buyer's representatives shall provide appropriate equipment contact and facilities for reasonable use by Buyer including parking spacescommunicate with the employees, phones, fax machines customers and copy machinessuppliers of Seller in connection with the transactions contemplated hereby only with the prior written consent of Seller.

Access to Properties and Records; Confidentiality. The LTV Companies (a) Except as provided below, Seller shall afford permit Buyer access to Buyerits properties and those of its subsidiaries during normal business hours upon reasonable prior notice, and shall disclose and make available to Buyer all Records, including all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of Seller and its subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors and Stockholders meetings, organizational documents, by-laws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, counsel litigation files, plans affecting employees, and representatives any other business activities or prospects in which Buyer may reasonably have an interest in light of Buyer, the transactions contemplated hereby. Seller shall use best efforts to make arrangements with each third party provider of services to Seller to permit Buyer reasonable access to all of Seller's Records held by each such third party. Buyer shall permit Seller reasonable access during normal business hours throughout upon reasonable prior notice to such properties and records of Buyer and/or its subsidiaries in which Seller may reasonably have an interest in light of the period prior transactions contemplated hereby. Neither Buyer nor Seller nor any of their respective subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the Closing Date (rights of any customer, would jeopardize the attorney-client privilege of the institution in possession or control of such information, or would contravene any law, rule, regulation, order, judgment, decree or binding agreement or, in the earlier termination event of any litigation or threatened litigation between the parties over the terms of this Agreement pursuant where access to ARTICLE 8) information may be adverse to the interests of such party. The parties will use all books and records reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the LTV Companies relating to the Acquired Assets and the Assumed Liabilities. Upon reasonable prior notice, Sellers shall also afford Buyer reasonable access, during normal business hours, to Indiana Harbor, Cleveland Works, Hennepin, Lorain Pellet Facility, Xxxxxx Xxxx Battery, Grand River Lime Facility and LSE and to all Acquired Assets throughout the period prior to the Closing Date. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall have the right to contact and negotiate directly with Sellers' joint venturers and other partners, parties to the Executory Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The rights of access contained in this SECTION 5.1(b) are granted subject to, and on, the following terms and conditions: (A) any such investigation shall not include physical testing or sampling, in each case related to environmental matters and will otherwise be conducted in a reasonable manner; (B) during the period from the date hereof to the Closing Date, all information provided to Buyer or its agents or representatives by or on behalf of Seller or its agents or representatives (whether pursuant to this SECTION 5.1(b) or otherwise) will be governed and protected by the Confidentiality Agreement between Buyer and LTV Corp. (the "CONFIDENTIALITY AGREEMENT") or the Antitrust CA; and (C) such rights of access shall not affect or modify the conditions set forth in ARTICLE 7 in any way. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Sellers hereunder. From the date hereof through the Closing Date, LTV shall provide to Buyer, at no charge, the right to use reasonable office space at Independence Center and/or Cleveland Works as requested by Buyer and shall provide appropriate equipment and facilities for reasonable use by Buyer including parking spaces, phones, fax machines and copy machinespreceding sentence apply.

Access to Properties and Records; Confidentiality. The LTV Companies Seller shall afford to Buyer, and to the accountants, counsel and representatives of Buyer, reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to ARTICLE 8) Article 12) to all books and records of the LTV Companies Seller relating to the Acquired Assets and the Assumed LiabilitiesPower Plant if (w) permitted under Law (x) such books and records are not subject to confidentiality agreements, (y) disclosing such books and records would not adversely affect any attorney client, work product or similar privilege and (z) such books and records do not relate to any confidential proprietary models or other information of Seller or any of its Affiliates pertaining to energy project evaluation, energy or natural gas price curves or projections or other economic or other predictive models. Upon reasonable prior notice, Sellers Seller shall also afford Buyer reasonable access, during normal business hours, to Indiana Harbor, Cleveland Works, Hennepin, Lorain Pellet Facility, Xxxxxx Xxxx Battery, Grand River Lime Facility and LSE and to all Acquired Assets throughout the period prior to the Closing Date. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall have the right to contact and negotiate directly with Sellers' joint venturers and other partners, parties to the Executory Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The rights of access contained in this SECTION 5.1(b) Section 6.5 are granted subject to, and on, the following terms and conditions: (A) any such investigation shall not include physical testing or sampling, in each case related to environmental matters and will otherwise be conducted in a reasonable mannersamplings; (B) during the period from the date hereof to the Closing Date, all information provided to Buyer or its agents or representatives by or on behalf of Seller or its their agents or representatives (whether pursuant to this SECTION 5.1(b) Section 6.5 or otherwise) will shall be governed by and protected by subject to the Confidentiality Agreement between Agreement, dated as of May 24, 2007, by and among Buyer and LTV Corp. Seller (the "CONFIDENTIALITY AGREEMENT") or the Antitrust CA“Confidentiality Agreement”); and (C) such rights of access shall not affect or modify the conditions set forth in ARTICLE 7 Article 11 in any way. It is acknowledged ; and understood that no investigation by Buyer or other information received by (D) all such rights of access shall be at Buyer’s sole cost, expense and risk; and Buyer shall operate indemnify Seller for any damages, suits, claims, proceedings, fines, judgments, costs or expenses (including attorneys’ fees and incidental, consequential or punitive damages (collectively, “Losses”)) that Seller or any third party may suffer as a waiver or otherwise affect any representation, warranty or other agreement given or made by Sellers hereunder. From the date hereof through the Closing Date, LTV result of Buyer’s exercise of its rights under this Section 6.5; and (E) Buyer shall provide comply with and adhere to Buyer, at no charge, the right to use reasonable office space at Independence Center and/or Cleveland Works as requested by Buyer all of Seller’s safety policies and shall provide appropriate equipment and facilities for reasonable use by Buyer including parking spaces, phones, fax machines and copy machinesprocedures.