Common use of Access and Information Clause in Contracts

Access and Information. (a) Seller shall give, or cause its Subsidiaries to give, to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposes. (b) After the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) Seller shall give, or cause its Subsidiaries to give, give to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio Seller Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposes. (b) After the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Seller Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Seller Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. From the date hereof until the Closing, subject to reasonable rules and regulations of Philips and any applicable Laws, Philips shall (a) Seller shall giveafford Newco and its representatives (including representatives of entities providing or arranging financing for Newco) access, during regular business hours and upon reasonable advance notice, to any information and documents reasonably requested by Newco primarily relating to the Business, (b) furnish, or cause its Subsidiaries to givebe furnished, to Buyer Newco any financial and its Affiliatesoperating data and other information about the Business as Newco from time to time reasonably requests and (c) instruct relevant personnel, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountantsaccountants and financial advisors to cooperate with Newco in its investigation of the Business; provided, engineershowever, consultants and other non-employee representatives to be reasonably available that in no event shall Newco have access to any information that (y) based on advice of them Philips’ counsel, would create any potential Liability under applicable Laws, including Antitrust Laws, or would destroy any legal privilege or (z) in the reasonable judgment of Philips, would (i) result in the disclosure of any trade secrets of third parties or (ii) violate any obligation of Philips, any Affiliate of Philips, including the Company or any Company Subsidiary, with respect to confidentiality so long as, with respect to confidentiality, Philips has made reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; and it being further understood that Newco shall reimburse Philips promptly for any expenses it incurs in complying with any such purposes. (b) After request by or on behalf of Newco. All requests for information made pursuant to this section shall be directed to an executive officer of Philips or such Person or Persons as may be designated by Philips. Following the Closing DateClosing, Seller upon the request of the other Party, Philips and Buyer shall provide, and shall cause their respective Affiliates to provideNewco shall, to each other the extent permitted by Law and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information obligations existing as of the Closing Date and relating Date, grant to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees other Party and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be representatives during normal regular business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as rules and regulations of the party having custody or control thereof may impose to preserve granting Party, the confidentiality right, at the expense of information contained therein. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees thatthe non-granting Party, to inspect and copy the extent books, records and other documents in the granting Party’s possession pertaining to the operation of the Business Recordsprior to the Closing (including books of account, Licenses or Governmental Permits are placed in storagerecords, they will be kept in such a manner as files, invoices, correspondence and memoranda, customer and supplier lists, data, specifications, insurance policies, operating history information and inventory records). In no event shall either Party have access to make individual document retrieval possible in a reasonably expeditious mannerthe Tax Returns of the other Party.

Access and Information. (a) Seller Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of Purchaser and the Company, for purposes of verifying the representations and warranties of the other and preparing for the Merger and other matters contemplated by this Agreement, shall give, or (and shall cause its respective Subsidiaries to) afford to give, to Buyer the other party and its Affiliatesrepresentatives (including, without limitation, officers and their respective officersemployees of the other party and its Affiliates and counsel, employees, accountants, counsel accountants and other representatives professionals retained by the other party) such reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing Effective Time to all of Seller’s or the applicable Subsidiary’s propertiesbooks, booksrecords, contracts, commitmentsproperties, reports of examination personnel, information technology services and records to such other information relating to the Engenio Businessother party and its Subsidiaries as may be reasonably requested, except where such materials relate to (i) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in the opinion of counsel, the Transferred Employeespresence of such designees would or might adversely affect the confidential nature of, or any privilege relating to, the Purchased Assets and the Assumed Liabilities matters being discussed, or (subject iii) matters involving an Acquisition Proposal; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any limitations that are reasonably representation or warranty made in this Agreement. Neither party nor any of its Subsidiaries shall be required to preserve any applicable provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the entity in possession or legal control of such information or contractual Third-Party confidentiality obligation)contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Seller shall assist, The parties will make appropriate and cause its Subsidiaries to assist, Buyer and its Affiliates reasonable substitute disclosure arrangements under circumstances in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any which the restrictions of them for such purposesthe preceding sentence apply. (b) After From the Closing Datedate hereof until the Effective Time, Seller and Buyer shall providethe Company shall, and shall cause their its respective Affiliates Subsidiaries to, promptly provide to provide, to Purchaser (i) a copy of each report filed with a Governmental Entity (other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligationthan publicly available periodic reports filed with the SEC), reasonable access for inspection (ii) a copy of each periodic report to its senior management and copying all materials relating to its business or operations furnished to its Board of Directors, (iii) a copy of each press release made available to the public and (iv) all Business Records, Governmental Permits, Licenses, Contracts and any other information existing concerning its business, properties and personnel as may be reasonably requested, provided that Purchaser shall not be entitled to receive reports or other documents relating to (x) matters involving this Agreement, (y) pending or threatened litigation or investigations if, in the opinion of counsel, the disclosure of such information would or might adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, or (z) matters involving an Acquisition Proposal. (c) The Company and Purchaser will not, and will cause its respective representatives not to, use any information and documents obtained in the course of the Closing Date and relating to consideration of the Engenio Business, consummation of the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating including any information obtained pursuant to this Section 5.3, for any purpose unrelated to the Engenio Businessconsummation of the transactions contemplated by this Agreement and to hold such information and documents in confidence and treat such information and documents as secret and confidential and to use all reasonable efforts to safeguard the confidentiality of such information and documents. (d) Following the receipt of all regulatory approvals, the Purchased AssetsCompany shall give notice, and shall cause ▇▇▇▇▇▇▇ Savings to give notice, to a designee of Purchaser, and shall invite such person to attend all regular and special meetings of the Assumed Liabilities Board of Directors of the Company and ▇▇▇▇▇▇▇ Savings during the thirty (30) days prior to the Closing Date. The Company’s Disclosure Schedule sets forth the regularly scheduled meetings of the Boards of Directors of the Company and ▇▇▇▇▇▇▇ Savings to be held in 2017 and 2018, which disclosure is hereby deemed to constitute notice of and an invitation to Purchaser’s designee to attend such meetings. Purchaser shall have one designee attend any such board meetings. Such designee shall have no right to vote and shall not attend sessions of the Boards of Directors or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: committees thereof during which there is being discussed (i) comply with any reportingmatters involving this Agreement, filing or other requirements imposed by any Governmental Body; (ii) assert pending or defend any claims or allegations in any threatened litigation or arbitration investigations if, in the opinion of counsel to the Company, the presence of such designees would or in might adversely affect the confidential nature of, or any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against privilege relating to, the other; matters being discussed, or (iii) subject matters involving an Acquisition Proposal. (e) From and after the date hereof, representatives of Purchaser and the Company shall meet on a regular basis to clause discuss and plan for the conversion of the Company’s and its Subsidiaries’ data processing and related electronic informational systems to those used by Purchaser and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger or as soon thereafter as possible. (iif) aboveWithin ten (10) Business Days of the end of each calendar month, perform the Company shall provide Purchaser with an updated list of Loans described in Section 3.2(x)(vi). (g) The information regarding the Company and its obligations Subsidiaries to be supplied by Company for inclusion in the Registration Statement, any filings or approvals under this Agreementapplicable state securities laws, or any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The party requesting Joint Proxy Statement-Prospectus (except for such information portions thereof that relate only to Purchaser or assistance shall reimburse any of its Subsidiaries) will comply as to form in all material respects with the other party for all reasonable provisions of the Exchange Act and necessary out-of-pocket costs the rules and expenses, if any, incurred by such party in providing such information and in rendering such assistanceregulations thereunder. The access information supplied, or to filesbe supplied, books by the Company for inclusion in applications to Governmental Entities to obtain all permits, consents, approvals and records authorizations necessary or advisable to consummate the transactions contemplated by this Section 5.1(b) Agreement shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinaccurate in all material respects. (ch) Buyer agrees The information regarding Purchaser and its Subsidiaries to preserve be supplied by Purchaser for inclusion in the Registration Statement, any filings or approvals under applicable state securities laws, or any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement-Prospectus (except for such portions thereof supplied by the Company or any of its Subsidiaries) will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. (i) Within twenty (20) Business RecordsDays of each month end, Licenses beginning October 31, 2017, the Company shall provide to Purchaser a report from Darling Consulting Group, Inc.(or if Darling Consulting Group, Inc. is not available to produce such report, a consultant as agreed to by both parties) detailing its interest-rate sensitivity as measured by the Company’s EVE and Governmental Permits NII. Such report shall include the sensitivity of the Company’s NII and EVE as of the relevant month end to all interest rate ramp and shock scenarios presented in accordance with its corporate policies the ▇▇▇▇▇▇▇ Savings Bank Asset/Liability Management Review as of June 30, 2017 (which is included in the Company’s Disclosure Letter). The Company will provide to Purchaser such other information related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will Company’s interest-rate sensitivity as may be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious mannerrequested.

Access and Information. (a) Seller shall give, or cause its Subsidiaries to give, to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposes. (b) After the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Purchased Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Purchased Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b5.1(a) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (cb) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably an expeditious manner.

Access and Information. (a) Seller Between the date of this Agreement and the Closing Date, the Company shall give, or cause and shall direct its Subsidiaries accountants and legal counsel to give, to Buyer Purchaser and its Affiliatesauthorized representatives (including, without limitation, its financial advisors, accountants and their respective officerslegal counsel), employeesat all reasonable times, accountants, counsel access as reasonably requested to all offices and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing facilities and to all of Seller’s or the applicable Subsidiary’s properties, booksemployees, contracts, agreements, commitments, reports of examination books and records relating of or pertaining to the Engenio BusinessCompany and its subsidiaries, will permit the foregoing to make such reasonable inspections and investigations as they may require and will cause its officers promptly to furnish Purchaser with (a) such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (b) a copy of each material report, schedule and other document filed or received by the Company or any of its subsidiaries pursuant to the requirements of applicable securities laws or the NASD. Notwithstanding anything contained in this Section 4.3(a) to the contrary, without first consulting with, and providing notice to, the Transferred EmployeesCompany, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller Purchaser shall assistnot, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counselofficers, accountantsdirectors, engineersemployees, consultants affiliates, financial advisors and other non-representatives acting on its behalf not to, contact or otherwise participate in discussions with any customer, supplier, distributor, contractor, employee representatives to be reasonably available or former employee of the Company or any subsidiary of the Company. Between the date hereof and the consummation of the transactions contemplated hereby, Purchaser shall not engage in any environmental inspections or investigations that involve drilling, testing, or sampling of or at, or structural intrusions, to any property (real or personal) of them for such purposesthe Company or any subsidiary of the Company. (b) After Purchaser shall, at the Closing DateCompany’s request, Seller promptly provide the Company with copies of any and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege all final written third party reports resulting from environmental assessments performed by or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying on behalf of all Business Records, Governmental Permits, Licenses, Contracts Purchaser on the Company’s and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities subsidiaries’ facilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, on the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinconducted thereon. (c) Buyer agrees No investigation pursuant to preserve all Business Records, Licenses and Governmental Permits this Section 4.3 or otherwise by Purchaser shall affect any representation or warranty in accordance with its corporate policies related to preservation this Agreement of records. Buyer further agrees that, to any party hereto or any condition of the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious mannerobligations of the parties hereto.

Access and Information. (a) During the period commencing on the date hereof and ending on the Closing Date, Seller shall give, or cause its Subsidiaries to give, to permit Buyer and its Affiliates, and their respective officers, employeescounsel, accountants, counsel advisors, providers of financing, and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, assets, employees, books, contractsrecords, commitments, reports agreements and other documents of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets Company and the Assumed Liabilities (subject Subsidiaries; PROVIDED that, Buyer will obtain the approval of Hans Pete▇ ▇▇▇▇▇▇ ▇▇ any representative of Bott▇ & ▇o. or European Investors Corporate Finance, Inc. prior to each visit to any limitations that are reasonably required to preserve any applicable attorney-client privilege Company or legal or contractual Third-Party confidentiality obligation)Subsidiary premises, whose approval shall not be withheld. Seller shall assist, and cause its Subsidiaries furnish to assist, Buyer and its Affiliates representatives all information concerning the Company and the Subsidiaries as Buyer may reasonably request; PROVIDED that such information is prepared by the management of the Company or Subsidiaries, as the case may be, in making the ordinary course of business. Any investigation by Buyer pursuant to this Section shall be conducted in such investigation manner as not to interfere unreasonably with the normal operation of the Subsidiaries. Buyer and its representatives shall cause its counsel, accountants, engineers, consultants and other non-employee be accompanied on any visits to the premises of the Subsidiaries by representatives to be reasonably available to any of them for such purposesSeller. (b) After The Seller shall, within 15 Business Days after the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying execution of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, provide to Buyer a list of all contracts, commitments, agreements (including agreements for the operations borrowing of money or activities relating the extension of credit), leases, licenses, guarantees, understandings and obligations, whether written or oral, to which the Company or either of the Subsidiaries are party and which involve a payment by or to the Engenio Business, the Purchased Assets, the Assumed Liabilities Company or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations a Subsidiary exceeding $50,000 in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary outtwelve-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinmonth period. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) Seller Until the Closing or termination of this Agreement, the Company shall give, or cause its Subsidiaries to give, afford to Buyer and its AffiliatesRepresentatives (including accountants and counsel) reasonable access, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposes. (b) After the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable notice, to all properties, books, records and Tax Returns of the Company and each of its Subsidiaries and all other information with respect to their respective businesses, together with the opportunity, at the sole cost and expense of the Buyer, to discuss the business of the Company and each of its Subsidiaries with such directors, officers and counsel for the Company as Buyer may reasonably request for the purposes of familiarizing itself with the Company and each of its Subsidiaries and consummating the transactions contemplated hereby, and shall cooperate fully with the Buyer and its Representatives (including accountants and counsel), in connection with the foregoing. Notwithstanding the foregoing, the Company shall not be required to, or to cause the Company or any of its Subsidiaries to, grant access or furnish information to Buyer or any of Buyer’s Representatives to the extent that such access or disclosure would, or would reasonably be expected to, (i) unreasonably interrupt the normal course of business of the Company and its Subsidiaries, (ii) violate or prejudice the rights of its customers or employees, (iii) jeopardize an attorney-client or attorney work product privilege, (iv) be prohibited by Applicable Law or an existing contract or agreement, or (v) violate any confidentiality obligations of the Company or any of its Subsidiaries. Notwithstanding the foregoing, the Buyer shall not, prior notice to the Closing, have access to employee I-9 forms, applicant or employee background check records, applicable or employee drugs and/or alcohol testing records, personnel records of the Company or any of its Subsidiaries relating to individual performance or evaluation records, discipline or termination, medical or workers compensation, disability or religious accommodation, medical histories or other information that in the Company’s good faith opinion is sensitive or the disclosure of which could subject the Sellers, the Company or any of its Subsidiaries to risk of liability. Buyer and its Representatives shall not be permitted to collect any air, soil, surface water or ground water samples, nor to perform any invasive or destructive sampling on any properties of the Company or any of its Subsidiaries. During any visits to any offices or properties of the Company or any of its Subsidiaries permitted by this Section 4.3(a), the Buyer shall comply, and shall cause its Representatives to comply, with all safety, health and security rules applicable to the premises being visited. The Company or any of its Subsidiaries shall have the right to have a Representative present at all times during any visits to the offices or properties of the Company or any of its Subsidiaries or inspections, interviews and examinations conducted at or on the offices or properties of the Company or any of its Subsidiaries. In no event shall the Buyer or any of its Representatives contact any customers of the Company or any of its Subsidiaries without the consent of the Company, except for contacts made in the ordinary course of business consistent with past practice. For the avoidance of doubt, any access, information or disclosure under this Section 4.3(a) shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality obligations of information contained thereinthe Buyer and its Representatives (as defined in the Confidentiality Agreement) under the Confidentiality Agreement. (cb) From and after the Closing, the Buyer agrees shall (and shall cause the Company and each of its Subsidiaries and other Affiliates to), during normal business hours and upon reasonable notice, make available and provide the Equityholder Representative and its Representatives (including, without limitation, counsel and independent auditors) with access to preserve the facilities and properties of the Company and each of its Subsidiaries and to all Business Recordsinformation, Licenses files, documents and Governmental Permits records (written and computer) relating to the Company and its Subsidiaries or any of their businesses or operations for any and all periods prior to and including the Closing Date that they may require with respect to any reasonable business purpose (including, without limitation, any Tax matter) or in connection with any claim, dispute, action, cause of action, investigation or proceeding of any kind by or against any Person, and shall (and shall cause the Company and each of its Subsidiaries and other Affiliates to) cooperate fully with the Equityholder Representative and its Representatives (including accountants, counsel and independent auditors) in connection with the foregoing, at the sole cost and expense of the Equityholder Representative, including, without limitation, by making Tax, accounting and financial personnel and other appropriate employees and officers of the Company and each of its Subsidiaries available to the Equityholder Representative and its Representatives (including counsel and independent auditors), with regard to any reasonable business purpose. Notwithstanding the foregoing, the Buyer shall not be required to (and shall not be required to cause the Company and each of its Subsidiaries and other Affiliates to) grant access or furnish information to the Equityholder Representative and its Representatives to the extent that such access or disclosure would, or would reasonably be expected to, (i) unreasonably interrupt the normal course of business of the Company and its Subsidiaries, (ii) violate or prejudice the rights of its customers or employees, (iii) jeopardize an attorney-client or attorney work product privilege, (iv) be prohibited by Applicable Law or an existing contract or agreement, or (v) violate any confidentiality obligations of the Company or any of its Subsidiaries. Notwithstanding the foregoing, the Equityholder Representative shall not, following the Closing, have access to employee I-9 forms, applicant or employee background check records, applicable or employee drugs and/or alcohol testing records, personnel records of the Company or any of its Subsidiaries relating to individual performance or evaluation records, discipline or termination, medical or workers compensation, disability or religious accommodation, medical histories or other information that in the Buyer’s good faith opinion is sensitive or the disclosure of which could subject the Company or any of its Subsidiaries to risk of liability; provided that the Equityholder Representative shall not be prohibited from accessing such information pursuant to a valid court order. During any visits to any offices or properties of the Company or any of its Subsidiaries permitted by this Section 4.3(b), the Equityholder Representative shall comply, and shall cause its Representatives to comply, with all safety, health and security rules applicable to the premises being visited. The Company or any of its Subsidiaries shall have the right to have a Representative present at all times during any visits to the offices or properties of the Company or any of its Subsidiaries or inspections, interviews and examinations conducted at or on the offices or properties of the Company or any of its Subsidiaries. The Buyer shall, and shall cause the Company and its Subsidiaries to (i) retain all such information, files, documents and records (written and computer) relating to the Company and its Subsidiaries or any of their businesses or operations for any and all periods prior to and including the Closing Date in accordance with its corporate the existing retention policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious mannerBuyer.

Access and Information. (a) Seller Subject to applicable Laws relating to the exchange of information, the direction of any Governmental Entity and any confidentiality obligations binding on the Company, prior to the Closing, the Company shall give, or cause its Subsidiaries to give, to Buyer permit Purchaser and its Affiliatesrepresentatives after the date of execution of this Agreement to have reasonable access at reasonable times to the properties, books and records and, subject to Section 5.4, all personnel, officers, employees and agents of the Company and shall furnish such information and documents in its possession relating to the Company as Purchaser may reasonably request. All information provided or obtained pursuant to the foregoing shall be held by Purchaser in accordance with and subject to the terms of the Confidentiality Agreement, dated July 13, 2005, between Purchaser and Seller (the “Confidentiality Agreement”). (b) To the extent permissible under applicable Law, until the later of the fifth anniversary of the Closing and such time as the information and access described below is no longer reasonably required by Seller or by any Affiliate of Seller or of the Company which Controlled Seller or the Company immediately prior to Closing (any such Affiliate, a “Parent Affiliate”), Purchaser will afford promptly to Seller, any Parent Affiliate and their respective agents reasonable access to the books, records, officers, employees, auditors and other advisors of the Company to the extent reasonably required by Seller or any Parent Affiliate for financial reporting and accounting matters; provided that any such access by Seller or any Parent Affiliate may not unreasonably interfere with the conduct of the business of the Company or Purchaser, and access to records relating to Taxes shall be governed exclusively by Section 5.7(e). Seller and the Parent Affiliates will hold, and will use all reasonable efforts to cause their respective officers, directors, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountantsconsultants, engineersadvisors and agents to hold, consultants and other non-employee representatives in confidence, unless compelled to be reasonably available to any of them for such purposes. (b) After the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege disclose by judicial or legal administrative process or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party of Law, all confidential documents and information concerning the Company provided to them pursuant to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein5.3(b). (c) Buyer agrees None of Purchaser, Seller or the Company shall, without the prior consent of the other, terminate, amend, modify or waive any provision of any confidentiality or similar agreement in respect of the matters contemplated by this Agreement to preserve all Business Recordswhich the Company, Licenses Seller or Purchaser or any of their respective subsidiaries is a party. Each of Purchaser, Seller and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees thatthe Company shall enforce, to the fullest extent Business Recordspermitted under applicable Law, Licenses or Governmental Permits are placed the provisions of any such agreements, including using reasonable best efforts to obtain injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in storage, they will be kept in any court having jurisdiction over such a manner as to make individual document retrieval possible in a reasonably expeditious mannermatter.

Access and Information. (a) The Seller Parties shall givepermit, or and shall cause its each of the Company’s Subsidiaries to givepermit, to Buyer Purchaser and its Affiliates, and their respective officers, employees, accountants, the Representatives of Purchaser (including legal counsel and other representatives accountants) to have upon reasonable notice access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, premises, books, contractsrecords (including Tax records), commitmentsContracts, reports of examination financial statements, accountants’ work papers, documents, suppliers, and records relating to other Persons having business relationships with the Engenio BusinessCompany and its Subsidiaries, other than customers, those suppliers who purchase key words for the Transferred EmployeesCompany, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Purchased Assets Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Assumed Liabilities (subject Company shall use its reasonable best efforts to any limitations cause such Persons to communicate with Purchaser but cannot guarantee that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation)such Persons will communicate with Purchaser. The Seller shall assistParties shall, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause the Company’s Subsidiaries to, compile and provide Purchaser and its counselrepresentatives with such additional financial, accountants, engineers, consultants operating and other non-employee data and information as Purchaser may reasonably request. The Company shall provide copies of all such documents to Purchaser and its representatives promptly upon request. During normal business hours, and with reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access to the management and, with reasonable prior notice to the Company, employees of the Company and its Subsidiaries and to the Company’s other Representatives. Each Party shall comply with its obligations under the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.07 or otherwise shall affect or be reasonably available deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of them for such purposesthe Parties to consummate the Transaction or any other rights hereunder. (b) After For each month ending after the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying date of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating Company shall deliver to Purchaser within fifteen (15) days of such month-end the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance tofollowing reports: (i) comply with any reporting, filing or other requirements imposed a deferred income report showing the prepaid Subscription Services account in dollars and broken down by any Governmental Bodythe categories listed on Schedule 6.07(b); (ii) assert or defend any claims or allegations a subscription accounts receivable report showing the subscription receivables in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the otherdollars; or (iii) subject to clause a report showing new memberships, renewals and reorders by the categories listed on Schedule 6.07(b) for each month; (iiiv) abovea report stating the aggregate approximate number of then-Users, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse setting forth separately the other party approximate number of then-current Subscribers, Members and Registrants for each Website; and (v) all reasonable and necessary out-of-pocket costs and deferred expenses, if any, incurred by including all deferred expenses due to Marketing Affiliates and for marketing for prepaid subscriptions. Each such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) report shall be during normal business hours true, correct and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereincomplete in all material respects. (c) Buyer agrees The Seller Parties shall prepare in good faith and provide to preserve all Purchaser at least five (5) Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, Days (but no more than ten (10) Business Days) prior to the extent Business RecordsClosing Date an update of the Preliminary Forecasts as of such date (the “Final Forecasts”). With respect to the Final Forecasts, Licenses or Governmental Permits are placed in storagethe Seller Parties represent and warrant only that the Final Forecasts will represent the Seller Parties’ best estimates of the future consolidated performance through December 31, they 2007 of the Company and its Subsidiaries, and will be kept based on and subject to estimates and assumptions that the Seller Parties believe are reasonable as of the date such information was prepared, and that the results of any business conducted by the Company and its Subsidiaries other than the Business will be de minimis as considered for financial statement reporting purposes. To the extent that any estimate or assumption has changed since the Preliminary Forecasts set forth as Schedule 3.06(g), the Company shall summarize the differences in the estimates and assumptions and the reasons therefor. Purchaser acknowledges that the preparation and submission of the Final Forecasts is not a guaranty by the Company that such results will be achieved by the Company. (d) Following delivery by the Company to the Disinterested Third Party of the Marketing Affiliate Data and the Search Engine Data pursuant to Section 3.23(a)(iii) and Section 3.23(d), the Disinterested Third Party shall (i) have access to the Marketing Affiliate Data and Search Engine Data in the form delivered by the Company, and (ii) have reasonable access to the Business Employees or such other Person who prepared the Marketing Affiliate Data and Search Engine Data to confirm that the materials delivered by the Company are reasonably consistent with the definitions of Marketing Affiliate Data and Search Engine Data set forth in this Agreement. The Disinterested Third Party shall have the power to inform Purchaser whether or not it has received the Marketing Affiliate Data and Search Engine Data as required under this Agreement and to specify, by means that do not convey identities of Marketing Affiliates or specific techniques or methods forming part of the Search Engine Data, the deficiencies in such a manner as to make individual document retrieval possible in a reasonably expeditious mannerMarket Affiliate Data and Search Engine Data.

Access and Information. (a) Seller shall give, or cause its Subsidiaries to give, to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or From the applicable Subsidiary’s normal business hours throughout the period prior to date hereof until the Closing to all of Seller’s or the applicable Subsidiary’s propertiesDate, books, contracts, commitments, reports of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required applicable Law and subject to preserve any applicable privileges (including the attorney-client privilege or legal or contractual Third-Party confidentiality obligationprivilege). Seller shall assist, trade secrets, and cause its Subsidiaries to assistcontractual confidentiality obligations, Buyer upon reasonable prior notice, Contributor shall afford SEP and its Affiliates in making Representatives reasonable access, during normal business hours, to the books and records, offices and properties of the Companies, furnish to SEP such investigation additional financial and shall cause its counsel, accountants, engineers, consultants operational data and other non-employee representatives information regarding the Companies as SEP may from time to be time reasonably request and Contributor or its Affiliates shall make reasonably available to SEP any employees whose assistance and expertise is necessary to assist in connection with SEP’s preparation to integrate the Companies into SEP’s organization following the Closing. Any such access or requests shall (i) be supervised by such Persons as may be designated by Contributor and (ii) be conducted in such a manner so as not to interfere with any of them the businesses or operations of Contributor, the Companies or their respective Affiliates and shall not contravene any applicable Law. All requests for information made pursuant to this Section 7.1(a) shall be directed to such purposesPerson or Persons as may be designated by the Party receiving such request, and no Party shall directly or indirectly contact any Representative of the other Party or its Affiliates without the prior approval of such designated Person or Persons. SEP further agrees to comply fully with all rules, regulations and instructions issued by Contributor or its Affiliates or other Persons in respect of SEP’s or its Representatives’ actions while upon, entering or leaving any properties of Contributor or its Affiliates. (b) After From and after the Closing DateClosing, Seller in connection with any reasonable business purpose, including (i) in response to the request or at the direction of a Government Entity, (ii) the preparation of Tax Returns or other documents related to Tax matters and Buyer shall provide(iii) the determination of any matter relating to the rights or obligations of Contributor and its Affiliates under this Agreement or any other Transaction Document (including matters contemplated by Section 2.4), and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve applicable Law and any applicable privileges (including the attorney-client privilege or legal or privilege) and contractual Third-Party confidentiality obligation)obligations, upon reasonable access for inspection prior notice, SEP shall (A) afford Contributor and copying of all Business Recordsits respective Representatives reasonable access, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees thathours, to the extent Business Recordsbooks, Licenses data, files, information and records of SEP and its Affiliates in respect of the Companies (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters), (B) furnish to Contributor such additional financial and other information regarding the Companies as Contributor may from time to time reasonably request (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters) and (C) make available to Contributor the employees of SEP and its Affiliates (or, if applicable, any replacement manager or Governmental Permits are placed operator) whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist Contributor, its respective Affiliates or its respective Representatives in storageconnection with Contributor’s or such Affiliates’ or Representatives’ inquiries for any of the purposes referred to in this Section 7.1(b); provided, they will be kept in however, that such a manner as to make individual document retrieval possible in a reasonably expeditious manneraccess or request shall not unreasonably interfere with the business or operations of SEP or any of its Affiliates.

Access and Information. (a) Seller During the period from the Signing Date and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), subject to Section 7.14, BGHL shall give, or cause its Subsidiaries to give, to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counselRepresentatives to give, accountantsPerception, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposes. (b) After the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), at reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be times during normal business hours and upon reasonable prior notice intervals and shall be notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies, as Perception may reasonably request regarding the Target Companies and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such reasonable limitations as the party having custody or control thereof may impose accountants, if any)) and cause each of BGHL’s Representatives to preserve the confidentiality of information contained therein. (c) Buyer agrees to preserve all Business Recordsreasonably cooperate with Perception in its investigation; provided, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees thathowever, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept that Perception shall conduct any such activities in such a manner as not to make individual unreasonably interfere with the business or operations of the Target Companies. No information or knowledge obtained by Perception in any investigation conducted pursuant to the access contemplated by this Section 7.1 shall affect or be deemed to modify any representation or warranty of BGHL set forth in this Agreement or otherwise impair the rights and remedies available to Perception. (b) During the Interim Period, subject to Section 7.14, Perception shall give, and shall cause its Representatives to give, BGHL and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Perception, as BGHL or its Representatives may reasonably request regarding Perception and its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document retrieval possible filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) and cause each of Perception’s Representatives to reasonably cooperate with BGHL and its Representatives in their investigation; provided, however, that BGHL and its Representatives shall conduct any such activities in such a reasonably expeditious mannermanner as not to unreasonably interfere with the business or operations of Perception). No information or knowledge obtained by BGHL in any investigation conducted pursuant to the access contemplated by this Section 7.1 shall affect or be deemed to modify any representation or warranty of Perception set forth in this Agreement or otherwise impair the rights and remedies available to BGHL.

Access and Information. (a) Seller Upon reasonable prior notice and subject to Applicable Law, the Company shall, and shall givecause the Company Subsidiaries to, or cause its Subsidiaries afford to give, to Buyer Parent and its Affiliatesfinancial advisors, and their respective officerslegal counsel, employeesfinancing sources, accountantsaccountants or other advisors, counsel and other agents or authorized representatives (collectively, “Representatives”) reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout and without undue disruption of the normal business activities of the Company and the Company Subsidiaries, during the period prior to the Closing earlier of the Effective Time and the termination of this Agreement, to all of Seller’s its or the applicable Subsidiary’s their respective books, records, properties, bookspremises and personnel and all of its or their other financial, contracts, commitments, reports of examination operating and records relating to other data and information as Parent may reasonably request; provided that (a) the Engenio Business, the Transferred Employees, the Purchased Assets Company and the Assumed Liabilities Company Subsidiaries shall not be obligated to provide access to (subject to i) any limitations information that are reasonably required to preserve any applicable would result in the loss of attorney-client privilege with respect to such information (provided that the Company shall use commercially reasonable efforts to allow such access or legal disclosure in a manner that does not result in loss or contractual Third-Party confidentiality obligationwaiver of such privilege, including, but not limited to, entering into appropriate common interest or similar agreements on customary terms with Parent). Seller , (ii) any information that would result in a breach of an agreement to which the Company or any of the Company Subsidiaries is a party (provided that the Company shall assistuse reasonable efforts to obtain any required consent or waiver of such counterparty to allow such access or disclose such information, and cause failing the receipt of such consent or waiver, shall use commercially reasonable efforts to make appropriate substitute disclosure and/or access arrangements), and (iii) any information that would violate any Applicable Law, (b) no investigation pursuant to this Section 8.1 shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement and (c) the Company and Company Subsidiaries shall not be required to conduct, or permit Parent or any of its Subsidiaries Representatives to assistconduct, Buyer and its Affiliates in making such any environmental investigation and shall cause its counselor sampling of soil, accountantsair, engineerssurface water, consultants and building material, groundwater or other non-employee representatives to be reasonably available environmental media relating to any Company Real Property. Each party shall continue to abide by the terms of them for such purposesthe confidentiality agreement between CVS Health Corporation and the Company, dated April 21, 2015 (the “Confidentiality Agreement”). (b) After The Company hereby agrees that the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing Confidentiality Agreement is hereby amended as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to date of this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this delete Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein6 therefrom. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) Seller Prior to the Effective Time, upon reasonable notice and subject to applicable Laws relating to the confidentiality, nondisclosure, and exchange of information, for the purpose of Company verifying the representations and warranties of Target, and compliance by Target with its covenants and agreements, set forth in this Agreement, and preparing for the Merger (including for purposes of integration planning), Target shall, and shall give, or cause its Subsidiaries to, afford to give, to Buyer and its Affiliates, the Company Parties and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s books, records, properties, booksassets, contractspersonnel, commitmentsand information technology systems of Target and its Subsidiaries, reports of examination as well as such other information relating to Target and records its Subsidiaries as the Company Parties may reasonably request. Prior to the Effective Time, upon reasonable notice and subject to applicable Laws relating to the Engenio Businessconfidentiality, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assistnondisclosure, and cause exchange of information, for the purpose of Target verifying the representations and warranties of Company, and compliance by Company with its Subsidiaries to assistcovenants and agreements, Buyer and its Affiliates set forth in making such investigation this Agreement, Company shall, and shall cause its counselSubsidiaries to, accountants, engineers, consultants afford to Target and other non-employee its representatives reasonable access during normal business hours to be such information relating to Company and its Subsidiaries as Target may reasonably available to any of them for such purposesrequest. (b) After Any investigation by a Party or its representatives pursuant to this Section 7.3 shall be conducted in a manner that does not unreasonably interfere with the Closing Datebusiness or operations of the Person being investigated. No investigation by the Parties or their representatives pursuant to this Section 7.3 shall affect or be deemed to modify any of the representations, Seller and Buyer shall providewarranties, and shall cause covenants, or agreements of the Parties set forth in this Agreement. Neither Company nor Target nor their respective Affiliates Subsidiaries shall be required to provide, provide access to each other and or disclose information pursuant to this Section 7.3 where such access or disclosure would violate or prejudice the rights of customers of Company or Target or their respective officersSubsidiaries, employeesas the case may be, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable jeopardize the attorney-client privilege of the party in possession or legal control of such information (after giving due consideration to the existence of any common interest, joint defense, or contractual Third-Party confidentiality obligationsimilar agreement between the Parties), reasonable access for inspection and copying of all Business Recordsor conflict with any Law, Governmental Permitsfiduciary duty, Licenses, Contracts and any other information existing as of the Closing Date and relating or binding Contract entered into prior to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under date of this Agreement. The party requesting such information or assistance shall reimburse Parties agree to make appropriate substitute disclosure arrangements under circumstances in which the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as restrictions of the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinimmediately preceding sentence apply. (c) Buyer agrees The Confidentiality Agreement, to preserve all Business Recordsthe extent the same is not inconsistent with the terms of this Agreement, Licenses will remain in full force and Governmental Permits effect following the date of this Agreement, whether or not the Merger occurs, in accordance with its corporate policies related terms. Without limiting the foregoing, each Party agrees to, and shall use commercially reasonable efforts to preservation cause its respective agents, representatives, Affiliates, employees, officers, and directors to, treat and hold as confidential all information provided or made available by or on behalf of records. Buyer further agrees thatthe other Party or its Subsidiaries, or their respective employees, officers, directors, agents, or representatives, pursuant to this Agreement or in connection with the transactions contemplated thereby, and not disclose and refrain from using any such information except pursuant to the extent Business Recordsterms of this Agreement or in connection with the transactions contemplated hereby; provided that these restrictions shall not apply to information that is, Licenses or Governmental Permits are placed subsequently becomes, (i) generally available to and known by the public other than as a result of its disclosure by a Party or its agents, representatives, Affiliates, employees, officers, or directors in storageviolation of the Confidentiality Agreement or this Agreement, they will or (ii) available to the receiving party or its employees, officers, directors, agents, or representatives on a non-confidential basis from a third-party source, provided that such source is not known by the receiving party to be kept in prohibited from disclosing such a manner as information to make individual document retrieval possible in a reasonably expeditious mannerthe receiving party or its employees, officers, directors, agents, or representatives by any legal, fiduciary, contractual, or other obligation.

Access and Information. (a) Seller Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of Purchaser and the Company, for purposes of verifying the representations and warranties of the other and preparing for the Merger and other matters contemplated by this Agreement, shall give, or (and shall cause its respective Subsidiaries to) afford to give, to Buyer the other party and its Affiliatesrepresentatives (including, without limitation, officers and their respective officersemployees of the other party and its Affiliates and counsel, employees, accountants, counsel accountants and other representatives professionals retained by the other party) such reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior before the Effective Time to the Closing to all of Seller’s or the applicable Subsidiary’s propertiesbooks, booksrecords, contracts, commitmentsproperties, reports of examination personnel, information technology and records to such other information relating to the Engenio Businessother party and its Subsidiaries as may be reasonably requested, except where the Transferred Employees, disclosure of such information or materials could be reasonably expected to (i) jeopardize the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege of the entity in possession or legal control of such information, (ii) relate to pending or contractual Third-Party threatened litigation or investigations if, in the opinion of counsel, the presence of such designees would or might jeopardize any privilege relating to, the matters being discussed or (iii) violate any obligation of the Company or Purchaser with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation)) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of the Company or Purchaser; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made in this Agreement. Seller shall assist, and cause Neither party nor any of its Subsidiaries shall be required to assistprovide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, Buyer or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of this Agreement. The parties will endeavor to make appropriate and reasonable substitute disclosure arrangements, consistent with law, in the case of circumstances where the restrictions in clauses (ii) or (iii) above. In no event shall Purchaser give instructions to the Company staff or the Company Bank staff or otherwise seek to prioritize its Affiliates in making such investigation and requests to the extent it impedes the ongoing operations of the Company or its Subsidiaries. The Company shall cause its counsel, accountants, engineers, consultants and other non-employee representatives cooperate with any inquiries or efforts of Purchaser to be reasonably available obtain customary confirmations or information with respect to any shareholders of them for such purposesthe Company that are trusts under state law regarding their status as permitted S corporation shareholders (including certifications of trust). (b) After From the Closing Datedate hereof until the Effective Time, Seller and Buyer shall providethe Company shall, and shall cause their its respective Affiliates Subsidiaries to, promptly provide to providePurchaser (i) a copy of each report filed with a Governmental Entity, (ii) a copy of each periodic report provided to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iii) a copy of each press release made available to the public and (iv) all other information concerning its business, properties and personnel as may be reasonably requested; provided that Purchaser shall not be entitled to their respective officers, employees, accountants, counsel and receive reports or other representatives, upon request documents relating to (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligationw) solely in the case of clause (ii), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by matters involving this Agreement, (x) pending or threatened litigation or investigations if, in the operations or activities relating to the Engenio Businessopinion of counsel, the Purchased Assetsdisclosure of such information would or might jeopardize any privilege relating to, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reportingmatters being discussed, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iiiy) subject confidential supervisory information if, in the opinion of counsel, disclosure is prohibited by applicable laws. The Company will endeavor to make appropriate and reasonable substitute disclosure arrangements, consistent with law, in the case of circumstances where the restrictions in clause (iiw) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b(x) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinapply. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) From the date of this Agreement until the Closing or earlier termination of this Agreement in accordance with Section 9.1, and except as determined by Seller in good faith to be prohibited by any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, (i) Seller shall givepermit Buyer and its representatives to have reasonable access, during regular business hours and upon reasonable advance notice, to (x) the offices, facilities, properties and the financial, accounting and other books and records of Seller, the Acquired Companies and Selling Subsidiaries relating to the Business (provided such access does not permit “Phase II” or other invasive or destructive environmental sampling, testing or investigations) and (y) the appropriate management personnel of Seller, the Acquired Companies and the Selling Subsidiaries and (ii) Seller shall furnish, or cause its Subsidiaries to givebe furnished, to Buyer any financial and its Affiliates, and their respective officers, employees, accountants, counsel operating data and other information that is available with respect to the Business as Buyer shall from time to time reasonably request for the purpose of verifying the accuracy of the representations and warranties of Seller hereunder. It is further understood that Seller shall be under no obligation to grant Buyer or its representatives reasonable any access during if such access would, under the circumstances, unreasonably interfere with Seller’s or its Affiliates’ operations, activities or employees, or if such access would, in the reasonable judgment of Seller after conferring with Buyer, violate applicable antitrust or similar laws. With respect to any Persons with which Seller, any Selling Subsidiary, any Acquired Company or any Joint Venture has a direct or indirect contractual relationship, and any Governmental Authorities with jurisdiction over or that regulates Seller, any Selling Subsidiary, any Acquired Company, any Joint Venture or the Business, Buyer shall not make any independent inquiry with respect to Seller, any Selling Subsidiary, any Acquired Company, any Joint Venture, or the Business without Seller’s normal business hours throughout the period prior written consent (not to be unreasonably withheld) and, to the Closing extent Seller consents thereto, all such inquiries shall be conducted by Seller in response to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposesa request by Buyer. (b) After All information provided or obtained pursuant to clause (a) above shall be held by Buyer in accordance with, and subject to the Closing Date, Seller and Buyer shall provideterms of, and shall cause their respective Affiliates to provideconstitute “Evaluation Material” under, to each other the Confidentiality Agreement, dated April 18, 2011, between AAR CORP. and to their respective officersSeller (the “Confidentiality Agreement”). The parties hereby agree that, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating notwithstanding anything to the Engenio Business, contrary contained in the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Confidentiality Agreement, the operations or activities relating to Confidentiality Agreement shall survive from the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to date of this Agreement has asserted against until the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinClosing. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) Seller The Company shall give, or cause and shall direct its Subsidiaries Representatives to give, to Buyer the Purchaser and its AffiliatesRepresentatives, and their respective officers, employees, accountants, counsel and other representatives at reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposes. (b) After the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be times during normal business hours and upon reasonable prior notice intervals and shall be notice, access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies, as the Purchaser or its Representatives may reasonably request regarding the Target Companies and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such reasonable limitations as accountants, if any)) and instruct each of the party having custody or control thereof may impose Company’s Representatives to preserve reasonably cooperate with the confidentiality of information contained therein. Purchaser and its Representatives in their investigation; provided, however, that (cA) Buyer agrees to preserve all Business Records, Licenses the Purchaser and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept Representatives shall conduct any such activities in such a manner as not to make individual unreasonably interfere with the business or operations of the Target Companies; and (B) nothing herein shall require the Company to provide access to, or to disclose any information to, the Purchaser or any of its Representatives if such access or disclosure, in the good faith reasonable belief of the Company, (x) would waive any legal privilege or (y) would be in violation of applicable laws or regulations of any Governmental Authority (including any Antitrust Laws) or the provisions of any agreement to which a Target Company is a party (taking into account the confidential nature of the disclosure). Other than as expressly provided in this section, Purchaser is not authorized to and shall not (and shall cause its employees, agents, representatives and Affiliates not to) contact any officer, director, employee, customer, supplier, joint-venture partner, lessor, lender or other material business relation of the Target Companies prior to the Effective Time without the prior written consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned. The Purchaser shall, and shall cause its Representatives to, abide by the terms of any confidentiality agreement with respect to such access and any information furnished to it or its Representatives. (b) The Purchaser shall give, and shall direct its Representatives to give, the Company and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Purchaser or its Subsidiaries, as the Company or its Representatives may reasonably request regarding the Purchaser, its Subsidiaries and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document retrieval possible filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and instruct each of the Purchaser’s Representatives to reasonably cooperate with the Company and its Representatives in their investigation; provided, however, that (A) the Company and its Representatives shall conduct any such activities in such a reasonably expeditious mannermanner as not to unreasonably interfere with the business or operations of the Purchaser or any of its Subsidiaries; and (B) nothing herein shall require the Purchaser to provide access to, or to disclose any information to, the Company or any of its Representatives if such access or disclosure, in the good faith reasonable belief of the Purchaser, (x) would waive any legal privilege or (y) would be in violation of applicable laws or regulations of any Governmental Authority (including any Antitrust Laws) or the provisions of any agreement to which a Target Company is a party (taking into account the confidential nature of the disclosure). Other than as expressly provided in this section, the Company is not authorized to and shall not (and shall cause its employees, agents, representatives and Affiliates not to) contact any officer, director, employee, customer, supplier, joint-venture partner, lessor, lender or other material business relation of the Purchaser prior to the Effective Time without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned. The Company shall, and shall cause its Representatives to, abide by the terms of any confidentiality agreement with respect to such access and any information furnished to it or its Representatives.

Access and Information. (a) Seller Upon reasonable notice and subject to applicable laws relating to the exchange of information, each party shall give, or (and shall cause its such party’s Subsidiaries to give, to Buyer to) afford the other party and its Affiliatesrepresentatives (including, without limitation, officers and their respective officersemployees of the other party and its affiliates and counsel, employees, accountants, counsel accountants and other representatives professionals retained by the other party) such reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing Effective Time to all the books, records (including, without limitation tax returns and work papers of Seller’s or independent auditors and materials prepared in connection with meetings of the applicable Subsidiary’s properties, booksparties’ Board of Directors), contracts, commitmentsproperties, reports of examination personnel and records to such other information relating to such party and its Subsidiaries as the Engenio Businessother party may reasonably request, except where such materials relate to (i) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in the opinion of counsel to the party granting access to such information, the Transferred Employeespresence of such designees would or might adversely affect the confidential nature of, or any privilege relating to, the Purchased Assets and matters being discussed, or (iii) matters involving an Acquisition Proposal; provided, however, that the Assumed Liabilities (subject foregoing exception shall not apply to any limitations transaction proposed to be conducted by Purchaser pursuant to Section 4.2(i) hereof; provided, further, that are reasonably no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made in this Agreement by the party granting access to such information. Neither party nor any of their Subsidiaries shall be required to preserve any applicable provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the entity in possession or legal control of such information or contractual Third-Party confidentiality obligation)contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Seller shall assist, The parties will make appropriate and cause its Subsidiaries to assist, Buyer and its Affiliates reasonable substitute disclosure arrangements under circumstances in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any which the restrictions of them for such purposesthe preceding sentence apply. (b) After From the Closing Datedate hereof until the Effective Time, Seller and Buyer shall providethe Company shall, and shall cause their respective Affiliates the Company’s Subsidiaries to, promptly provide Purchaser with (i) a copy of each report filed with a Governmental Entity, (ii) a copy of each periodic report to provideits senior management and all materials relating to its business or operations furnished to its Board of Directors, (iii) a copy of each press release made available to each other the public and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of iv) all Business Records, Governmental Permits, Licenses, Contracts and any other information existing concerning its business, properties and personnel as Purchaser may reasonably request, provided that Purchaser shall not be entitled to receive reports or other documents relating to (x) matters involving this Agreement, (y) pending or threatened litigation or investigations if, in the opinion of counsel to the Company, the disclosure of such information would or might adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, or (z) matters involving an Acquisition Proposal. (c) The Company and Purchaser will not, and will cause its respective representatives not to, use any information and documents obtained in the course of the Closing Date and relating to consideration of the Engenio Business, consummation of the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating including any information obtained pursuant to this Section 5.3, for any purpose unrelated to the Engenio Businessconsummation of the transactions contemplated by this Agreement and to hold such information and documents in confidence and treat such information and documents as secret and confidential and to use all reasonable efforts to safeguard the confidentiality of such information and documents. (d) The Company shall give notice, and shall cause New England Bank to give notice, to a designee of Purchaser, and shall invite such person to attend all regular and special meetings of the Purchased AssetsBoard of Directors of the Company and New England Bank. The Company’s Disclosure Schedule sets forth the regularly scheduled meetings of the Boards of Directors of the Company and New England Bank to be held in 2012, which disclosure is hereby deemed to constitute notice of and an invitation to Purchaser’s designee to attend such meetings. Such designees shall have no right to vote and shall not attend sessions of the Assumed Liabilities Boards of Directors or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: any committee thereof during which there is being discussed (i) comply with any reportingmatters involving this Agreement, filing or other requirements imposed by any Governmental Body; (ii) assert pending or defend any claims or allegations in any threatened litigation or arbitration investigations if, in the opinion of counsel to the Company, the presence of such designees would or in might adversely affect the confidential nature of, or any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against privilege relating to, the other; matters being discussed, or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinmatters involving an Acquisition Proposal. (ce) Buyer agrees From and after the date hereof, representatives of Purchaser and the Company shall meet on a regular basis to preserve all discuss and plan for the conversion of the Company’s and its Subsidiaries’ data processing and related electronic informational systems to those used by Purchaser and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger or as soon thereafter as possible. (f) Within ten (10) Business RecordsDays of the end of each calendar month, Licenses and Governmental Permits the Company shall provide Purchaser with an updated list of Loans described in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious mannerSection 3.2(x)(vi).

Access and Information. From the date hereof until the earlier of the termination of this Agreement pursuant to its terms or the Closing Date, Seller will, and will cause its Subsidiaries to, (a) Seller shall give, or cause its Subsidiaries afford to give, to Buyer Purchaser and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives Representatives reasonable access during Seller’s or the applicable Subsidiary’s and its Subsidiaries’ normal business hours throughout the period prior to the Closing to all of Seller’s or and its Subsidiaries’ properties (including the applicable Subsidiary’s propertiesFacilities), books, contracts, commitments, reports of examination and records exclusively relating to the Engenio Business, the Transferred EmployeesPurchased Assets or the Assumed Liabilities, (b) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Subsidiaries of Seller, the Business, the Purchased Assets or the Assumed Liabilities as Purchaser or any of its Representatives may reasonably request and (c) instruct the Representatives of Seller to cooperate with Purchaser in its investigation of the Business, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligationincluding, in each case under clauses (a). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposes. (b) After the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligationc), reasonable access for inspection in connection with a third party audit of Seller’s RIN and copying of all Business RecordsLCFS Credit activity); provided, Governmental Permitshowever, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: that (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) investigation shall be conducted during normal business hours and upon reasonable prior advance notice to Seller, under the supervision of Seller’s personnel and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as not to make individual document retrieval possible interfere with the conduct of the Business or any other businesses of Seller or its Subsidiaries, (ii) without the prior written consent of Seller, Purchaser shall have no right to perform invasive or subsurface investigations of any real property and (iii) Seller shall not be required to disclose any information to Purchaser or its Representatives if such disclosure would, in a reasonably expeditious mannerSeller’s reasonable discretion: (1) cause significant competitive harm to Seller, its Subsidiaries and their respective businesses, including the Business, if the transactions contemplated by this Agreement are not consummated; (2) jeopardize any attorney-client or other privilege or (3) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 4.1.

Access and Information. (a) Seller Until the Closing, the Company shall giveafford to Parent and its representatives (including accountants and counsel) reasonable access, or cause its Subsidiaries in each case, only at such locations and in accordance with such procedures (including prior notice requirements, the time and duration of access and the manner in which access and discussions may be held) as are mutually agreed to givebetween Parent and the Company prior to any such access, to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contractsrecords, commitmentsand Tax Returns of the Company and its Subsidiaries and all other information with respect to their businesses, reports together with the opportunity, to make copies of examination such books, records and records relating other documents (at the sole cost and expense of Parent) and to discuss the business of the Company and its Subsidiaries with such directors, officers and counsel for the Company as Parent may reasonably request for the purposes of familiarizing itself with the Company and its Subsidiaries. Notwithstanding the foregoing provisions of this Section 5.8(a), the Company shall not be required to grant access or furnish information to Parent or any of Parent’s representatives to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (extent that such information is subject to any limitations that are reasonably required to preserve any applicable an attorney-client or attorney work product privilege or legal that such access or contractual Third-Party confidentiality obligation)the furnishing of such information is prohibited by an existing contract or agreement to the extent the Company makes Parent aware in writing of any such restriction or information withheld relating to a contract or agreement. Seller Notwithstanding the foregoing, Parent shall assistnot have access to personnel records of the Company relating to individual performance or evaluation records, and cause medical histories or other information that the disclosure of which is prohibited by Applicable Law. In addition, Parent shall not contact any Company personnel nor any supplier, distributor, customer or other person having a material business relationship with the Company or any of its Subsidiaries regarding the transactions contemplated by this Agreement without the express prior written consent of the Company. All information provided pursuant to assist, Buyer this Agreement shall remain subject in all respects to the Confidentiality Agreement until the Effective Time. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and its Affiliates in making such investigation have been filed separately with the Securities and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposesExchange Commission. (b) After From and after the Closing DateEffective Time, Seller and Buyer Parent shall provide, (and shall cause their respective Affiliates to provide, to the Surviving Corporation and each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligationof its Subsidiaries to), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice notice, provide the Representative and its representatives with reasonable access to such facilities, properties, assets, books, Contracts, commitments and records of the Surviving Corporation and each of its Subsidiaries as may be requested in advance in writing by the Representative with reasonable specificity and shall be subject use reasonable efforts to such furnish in a reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, time to the extent Business RecordsRepresentative such information concerning the facilities, Licenses properties, assets, books, Contracts, commitments and records of the Surviving Corporation and each of its Subsidiaries as may be requested in advance in writing by the Representative with reasonable specificity, in each case only for any and all periods prior to and including the Closing Date with respect to (i) Actions relating to the Company pre-Closing (but Parent shall only have obligation under this clause (i) during the pendency of such Action), (ii) Tax related matters with respect to a Pre-Closing Periods, and (iii) any other business purpose for which the Representative or Governmental Permits are placed a Securityholder has obtained the prior written consent of Parent. Notwithstanding the foregoing, the Representative shall not have access to personnel records of the Surviving Corporation relating to individual performance or evaluation records, medical histories or other information that in storageParent’s good faith opinion is sensitive or the disclosure of which could subject the Surviving Corporation or any of its Subsidiaries to risk of liability; provided, they will that the Representative shall not be prohibited from accessing such information pursuant to a valid court order. The Representative acknowledges and agrees that any information that is provided pursuant to this Section 5.8(b) shall be kept in the strictest confidence and may only be used in connection with such permitted business purpose pursuant to which such information was provided and shall otherwise not be disclosed or used for any purpose whatsoever. Notwithstanding anything in this Agreement to the contrary, the Representative shall be permitted to disclose information as required by law or to employees, advisors or consultants of the Representative and to the Securityholders, in each case who have a manner need to know such information, provided that such persons, as a condition precedent to make individual document retrieval possible receiving any such information, agrees to be bound by a written confidentiality agreement with Representative of at least as high a standard as those imposed on the Representative under this Section 5.8(b) and which names Parent and the Surviving Corporation as third party beneficiaries to enforce the terms thereof. Following the final resolution of such permitted business purpose, such information provided to the Representative in connection therewith shall, at Parent’s option, either be returned to the Company or destroyed (in each case, with written confirmation thereof) promptly upon request by Parent. Notwithstanding anything to the contrary in this Section 5.8(b), the Representative shall pay all costs of receiving the access and information provided under this Section 5.8(b); all information provided under this Section 5.8(b) is provided as is and without any representation; and nothing in this Section 5.8(b) shall (w) require the employees, officers or agents of the Surviving Corporation or its Subsidiaries to submit to interviews; (x) preclude Parent from seeking a discovery or related order by a court of competent jurisdiction in connection with any matter referred to in this Section 5.8(b) providing such reasonable protections as Parent may deem appropriate, and if such order is granted and is inconsistent with this Section 5.8(b), Parent shall be entitled to comply with such order without violation of this Section 5.8(b), (y) require that Parent provide for direct access to any computer or information systems or (z) require the provision of any information or access if so providing it would reasonably expeditious mannercause a loss of attorney-client privilege. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

Access and Information. (a) Seller Upon reasonable prior notice and subject to Applicable Law, the Company shall, and shall givecause the Company Subsidiaries to, or cause its Subsidiaries afford to give, to Buyer Parent and its Affiliatesfinancial advisors, and their respective officerslegal counsel, employeesfinancing sources, accountantsaccountants or other advisors, counsel and other agents or authorized representatives (collectively, “Representatives”) reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout and without undue disruption of the normal business activities of the Company and the Company Subsidiaries, during the period prior to the Closing earlier of the Effective Time and the termination of this Agreement, to all of Seller’s its or the applicable Subsidiary’s their respective books, records, properties, bookspremises and personnel and all of its or their other financial, contracts, commitments, reports of examination operating and records relating to other data and information as Parent may reasonably request; provided that (a) the Engenio Business, the Transferred Employees, the Purchased Assets Company and the Assumed Liabilities Company Subsidiaries shall not be obligated to provide access to (subject to i) any limitations information that are reasonably required to preserve any applicable would result in the loss of attorney-client privilege with respect to such information (provided that the Company shall use commercially reasonable efforts to allow such access or legal disclosure in a manner that does not result in loss or contractual Third-Party confidentiality obligationwaiver of such privilege, including, but not limited to, entering into appropriate common interest or similar agreements on customary terms with Parent). Seller , (ii) any information that would result in a breach of an agreement to which the Company or any of the Company Subsidiaries is a party (provided that the Company shall assistuse reasonable efforts to obtain any required consent or waiver of such counterparty to allow such access or disclose such information, and cause its Subsidiaries failing the receipt of such consent or waiver, shall use commercially reasonable efforts to assistmake appropriate substitute disclosure and/or access arrangements), Buyer and its Affiliates in making such investigation and shall cause its counsel(iii) any information that would violate any Applicable Law, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposes. (b) After no investigation pursuant to this Section 8.1 shall affect any representations or warranties made herein or the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates conditions to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as the obligations of the Closing Date respective parties to consummate the Merger and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning other transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees Agreement and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees the Company and Company Subsidiaries shall not be required to preserve all Business Recordsconduct, Licenses or permit Parent or any of its Representatives to conduct, any environmental investigation or sampling of soil, air, surface water, building material, groundwater or other environmental media relating to any Company Real Property. Each party shall continue to abide by the terms of the confidentiality agreement between CVS Health Corporation and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees thatthe Company, to dated April 21, 2015 (the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner“Confidentiality Agreement”).

Access and Information. (a) Seller shall give, or cause its Subsidiaries to give, to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposes. (b) After the Closing Date, Seller and Buyer shall will provide, and shall will cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, Business or the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall will make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreementtransactions, the operations or activities relating to the Engenio Business, Business or the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Bodyforeign, local, state or federal court, agency or regulatory body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, expenses incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable not less than two (2) Business Days' prior notice written request and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (b) From time to time following the Closing, Seller hereby agrees to make available, or to cause its Affiliates to make available, to Buyer non-confidential data in personnel records of Transferred Employees as is reasonably necessary for Buyer to transition such employees into Buyer's records. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of recordsfor at least seven (7) years after the Closing Date. Buyer further agrees that, After this seven-year period and at least ninety (90) days prior to the extent planned destruction of any Business Records, Licenses or Governmental Permits are placed Permits, Buyer shall notify Seller in storagewriting and shall make available to Seller, they will be kept in upon its request, such a manner as to make individual document retrieval possible in a reasonably expeditious mannerBusiness Records, Licenses and Governmental Permits.

Access and Information. (a) Seller Parties shall, and shall givecause their Subsidiaries, or cause its Subsidiaries to giveaccountants, to auditors, counsel and other representatives to, give Buyer and its Affiliates, Affiliates and to their respective directors, officers, employees, accountants, counsel agents, counsel, insurance brokers, insurance companies, lenders and other financing sources and other representatives (collectively, "REPRESENTATIVES") reasonable access during Seller’s or the applicable Subsidiary’s Seller Parties' normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s Seller Entities' properties, books, contractsBusiness Contracts, commitments, financial and operating data, Tax Returns and materials related to Taxes, accounting work papers, reports of examination and records relating to the Engenio Acquired Business, the Transferred Employees, the Purchased Acquired Assets and or the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation)Liabilities. Seller shall assist, and cause its Subsidiaries to assistWithout limiting the generality of the foregoing, Buyer and its Affiliates in making such investigation and shall be entitled to make (or cause its counsel, accountants, engineers, consultants and other non-employee representatives to be made) such other investigations of the Acquired Business, the Acquired Assets (including the Acquired Companies), the Liabilities, Encumbrances and the condition (financial or otherwise) of such businesses, assets and liabilities as Buyer or Parent deems necessary or advisable in connection with the transactions contemplated by this Agreement or the Ancillary Agreements (including, but not limited to, conducting prior to the expected Closing Date a physical inspection and preparing an inventory of Rental Vehicles and Support Vehicles (in each case, including Owned Vehicles) in a manner that does not unreasonably interfere with the business of Seller Entities and otherwise consistent with Prudent Industry Practices), and Seller Parties shall reasonably available cooperate with any such investigations. Upon reasonable notice from Buyer, Seller Parties shall furnish to any Buyer updated information of them for the type described in SECTION 3.7(a) and (b) in advance of such purposesphysical inspection. (b) After Through the Closing Date, Parent Buyer and Seller and Buyer Parties shall provide, and shall cause their respective Affiliates to provide, to provide each other or each other's respective counsel the opportunity to review in advance and comment on all filings with any Governmental Body pertaining to their respective officers, employees, accountants, counsel the transactions contemplated in this Agreement and the Ancillary Agreements and will keep each other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as informed of the Closing Date status of matters pertaining thereto. It is expressly understood by the parties that the representatives of each of the parties shall have the right to attend and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony participate in any legal matter concerning transactions contemplated by this Agreementhearing, the operations proceeding, meeting, conference or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities similar event before or the Transferred Employees and as otherwise may be necessary with a Governmental Body or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing rating agency or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party organization relating to this Agreement has asserted against or the other; Ancillary Agreements or (iii) subject to clause (ii) abovethe transactions contemplated hereby or thereby. In furtherance of the foregoing, perform its obligations under this Agreement. The party requesting the parties shall provide each other reasonable advance notice of any such information hearing, proceeding, meeting, conference or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinsimilar event. (c) As soon as practicable after the execution of this Agreement, Seller Parties shall permit Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies electronically link Seller's financial reporting system related to preservation the Acquired Business to Parent's financial reporting system ("HYPERION"). Access to Hyperion will be provided by Buyer's financial reporting staff and the tasks necessary to complete the link to Hyperion will be led by Buyer's accounting staff, with the necessary assistance from Seller's accounting staff and other technical staff; provided that neither such installment nor the operation or use by Parent of recordsHyperion shall interfere with or disrupt the normal operation of Seller's business or its financial reporting system or violate any applicable software licenses. Buyer further agrees thatwill provide the necessary Hyperion software to be installed on a computer in Seller's accounting department; PROVIDED, HOWEVER, that the information retrieved from Seller's financial reporting system will not be made available to persons who are directly involved in pricing or any other competitive activity at Parent or any of its Subsidiaries. (d) Seller Parties shall keep Buyer informed of all material developments in the negotiations relating to the extent Business RecordsDIP Financing, Licenses the DIP Asset-Backed Fleet Financing, the DIP L/C Rollover and the Additional Asset-Backed Fleet Financing, and promptly provide copies of all documents (including drafts) relating thereto, including term sheets, commitment letters, 72 purchase agreements, vehicle lease agreements, credit agreements, security agreements and other related agreements or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious mannerdocuments.

Access and Information. (a) Seller Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any Subsidiary is a party or pursuant to applicable Law, for so long as this Merger Agreement is in effect, the Company shall, and shall givecause each Subsidiary to, or cause its Subsidiaries (a) afford to give, to Buyer Acquiror and its Affiliates, and their respective officers, employees, accountants, consultants, legal counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior hours, subject to the Closing reasonable advance notice, to all of Seller’s or the applicable Subsidiary’s their respective properties, Agreements, books, contractsrecords and personnel and (b) make available to Acquiror (i) a copy of each agreement, commitmentsdocument, reports of examination and records relating to the Engenio Businesscertificate or other instrument filed with, the Transferred Employees, the Purchased Assets or received from any Governmental Entity in connection with this Merger Agreement and the Assumed Liabilities transactions contemplated hereby and (subject to any limitations that are ii) all other information concerning their respective businesses, operations, prospects, conditions (financial or otherwise), Assets, liabilities and personnel as Acquiror may reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposesrequest. (b) After the Closing DateExcept as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Acquiror or any Acquiror Subsidiary is a party or pursuant to applicable Law, Seller and Buyer shall providefor so long as this Merger Agreement is in effect, Acquiror shall, and shall cause their respective Affiliates each Acquiror Subsidiary to, (a) afford to provide, to each other the Company and to their respective its officers, employees, accountants, consultants and legal counsel and other representativesrepresentatives reasonable access during normal business hours, upon request (subject to any limitations that are reasonably required reasonable advance notice, to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation)all of their respective properties, reasonable access for inspection Agreements, books, records and copying of all Business Records, Governmental Permits, Licenses, Contracts personnel and any other information existing as of the Closing Date and relating (b) make available to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: Company (i) comply with any reportinga copy of each agreement, filing document, certificate or other requirements imposed by instrument filed with, or received from any Governmental Body; Entity in connection with the Merger Agreement and the transactions contemplated hereby and (ii) assert all other information concerning their respective businesses, operations, prospects, conditions (financial or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) aboveotherwise), perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable Assets, liabilities and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations personnel as the party having custody or control thereof Company may impose to preserve the confidentiality of information contained thereinreasonably request. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) From the date of this Agreement until the Closing, Seller shall give, or cause its Subsidiaries to give, to afford Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during normal business hours, in each case, only at such locations and in accordance with such procedures as are mutually agreed to in writing between Buyer and Seller prior to any such access, to all personnel, properties, books and records of the Company or any of its Subsidiaries as Buyer may reasonably request for the purposes of familiarizing itself with the Business. Notwithstanding the foregoing, neither Buyer nor any of its representatives shall (i) contact or otherwise initiate communications with the Company or any of its Subsidiaries or any personnel, independent contractors, customers or prospective customers, vendors, partners, banking relationships or other business relationships of the Company or any of its Subsidiaries, in each case without the express prior written consent of the Seller (not to be unreasonably withheld or delayed), except that with respect to contact or communications with personnel of the Company or any of its Subsidiaries, it shall be sufficient for Buyer to provide reasonable notice to Seller in advance of such contact or communications and to permit Seller reasonably to participate in such contact or communications; (ii) unreasonably interfere with the business of the Company or any of its Subsidiaries conducted at such property; (iii) damage any property of the Company or any of its Subsidiaries or any portion thereof or (iv) perform any invasive sampling, procedure or investigation (including any environmental investigation or study) without Seller’s prior written consent, such consent to be promptly furnished and not to be unreasonably withheld. Buyer shall schedule and coordinate all inspections with Seller and shall give Seller at least three Business Days’ prior notice thereof, setting forth the inspection that Buyer or its representatives wish to conduct. No investigation made by Buyer or its representatives shall affect the applicable Subsidiary’s normal business hours throughout the period prior representations, warranties and agreements made by Seller pursuant to this Agreement. All information provided to Buyer or its representatives pursuant to or in connection with this Agreement shall remain subject in all respects to the Closing Confidentiality Agreement. Notwithstanding the foregoing provisions of this Section 4.2, Seller shall not be required to all of Seller’s grant access or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records relating furnish information to Buyer or its representatives to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (extent that such information is subject to any limitations that are reasonably required to preserve any applicable an attorney-client privilege or legal attorney work product doctrine, or contractual Third-Party confidentiality obligationthat granting such access or furnishing such information is prohibited by an existing Contract (provided that the Seller will use commercially reasonable efforts, including entering into a joint defense agreement, to obtain the consent of any necessary third party to such disclosures). Furthermore, notwithstanding the foregoing, (x) Buyer shall not be given access to personnel records of the Company or its Subsidiaries relating to individual performance, evaluation records, medical histories, or other information the furnishing of which could subject Seller shall assist, and cause or the Company or its Subsidiaries to assistrisk of Liability and (y) in the case of any affiliated, consolidated, combined or unitary Tax Returns that include the Company or any of its Subsidiaries, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives only be given access to be reasonably available to any of them for such purposes. (b) After the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and pro forma returns relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees Company and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinSubsidiaries. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) Seller Upon reasonable prior notice from Acquiror, the Target Companies and the Canadian Ancillary Service Entities shall give(and shall cause their subsidiaries to) afford to Acquiror and its officers, employees, accountants, consultants, legal counsel and other representatives, reasonable access during business hours to (i) the properties and locations at which the Target Companies, the Canadian Ancillary Service Entities and their subsidiaries are conducting business activities, (ii) the directors, officers and management personnel of the Target Companies and the Canadian Ancillary Service Entities at all such locations, and (iii) all information (including, if available, original documents and Returns) concerning the business, properties, contracts, records and personnel of the Target Companies, the Canadian Ancillary Service Entities and their subsidiaries. The Target Companies and the Canadian Ancillary Service Entities shall permit Acquiror to make copies of such books, records and other documents as Acquiror reasonably considers necessary or appropriate for the purpose of familiarizing itself with the business, properties, contracts, records and personnel of such corporations, and/or for obtaining any approvals, consents, licenses or permits for the transactions contemplated by this Agreement. (b) Acquiror shall (and shall cause its Subsidiaries subsidiaries to) afford to give, to Buyer and its Affiliates, the Target Companies and their respective officers, employees, accountants, consultants, legal counsel and other representatives representatives, reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing upon reasonable notice to all of Seller’s or information concerning the applicable Subsidiary’s business, properties, books, contracts, commitments, reports records and personnel of examination and records relating to Acquiror or its subsidiaries as the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are Target Companies may reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assistrequest, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to as may be reasonably available to any of them for such purposeslawfully disclosed by Acquiror. (bc) After the Closing Date, Seller The parties and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, consultants, legal counsel and other representatives, upon request (subject to any limitations representatives shall comply with all of their respective obligations under that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing certain Confidentiality Letter Agreement dated as of the Closing Date and relating to the Engenio BusinessApril 30, 1996, among Acquiror, the Purchased Assets, U.S. Company and the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinCanada Company. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) From and after the date of this Agreement and until the Closing Date, Seller shall give, or and cause its Subsidiaries to give, to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives representatives, reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or and the applicable Subsidiary’s propertiesproperties (including the right to perform non-invasive environmental assessments and audits of any Premises related to any Assumed Lease or Sublease), books, contracts, commitments, reports of examination and records relating to the Engenio IoT Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual ThirdThird Party confidentiality obligation; provided, however, that in the event that access is limited or restricted pursuant to this parenthetical, Seller and its Subsidiaries shall use reasonable commercial efforts to make alternative accommodations to afford access in a manner that does not jeopardize any attorney-client privilege or legal or contractual Third Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates Affiliates, and their respective officers, employees, accountants, counsel and other representatives, in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee non‑employee representatives to be reasonably available to any of them for such purposes. (b) After From and after the Closing Date, Seller and Buyer and their respective Subsidiaries shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual ThirdThird Party confidentiality obligation; provided, however, that in the event that access is limited or restricted pursuant to this parenthetical, Seller and Buyer and their respective Subsidiaries shall use reasonable commercial efforts to make alternative accommodations to afford access in a manner that does not jeopardize any attorney-client privilege or legal or contractual Third Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Transferred Contracts, Transferred In-Licenses and Transferred Governmental Permits, Licenses, Contracts Permits and any other information existing as of the Closing Date and relating to the Engenio IoT Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio IoT Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party Party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party Party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party Party requesting such information or assistance shall reimburse the other party Party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party Party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party Party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) Seller From the Effective Date through the Closing Date, Purchaser shall givebe entitled, or cause through its Subsidiaries to give, to Buyer and its Affiliates, and their respective officers, employees, consultants and Representatives (including, without limitation, its legal advisors and accountants), counsel and other representatives reasonable access during Seller’s or to make such investigation of the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, booksbusinesses and operations of the Business, contractsincluding the conduct of environmental assessments of the Real Property and title checks, commitments, reports and such examination of examination the books and records relating to of the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject as it reasonably requests and to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation)make extracts and copies of such books and records. Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making Any such investigation and examination shall be conducted upon reasonable advance notice and under reasonable circumstances and reasonable business hours and, with respect to Purchased Assets operated by third parties, shall be subject to the consent of such third party operators, which consent Seller shall use commercially reasonable efforts to obtain. The Sellers shall direct and use their commercially reasonable efforts to cause its counselthe other Seller Entities, accountants, engineers, consultants the Joint Venture and other non-employee representatives to be reasonably available to any of them for such purposes. (b) After the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, consultants, agents, accountants, counsel attorneys and other representativesRepresentatives to cooperate with Purchaser and Purchaser’s Representatives in connection with such investigation and examination. No investigation by Purchaser or its Representatives prior to or after the Effective Date shall affect or be deemed to modify any of the representations, upon request (subject warranties, covenants or agreements of the Sellers contained in this Agreement. From the Effective Date through the Closing Date, the Sellers shall promptly deliver or make available to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation)Purchaser all material pleadings, reasonable access for inspection motions, notices, statements, schedules, applications, reports and copying of all Business Records, Governmental Permits, Licenses, Contracts and other papers filed in any other information existing as of the Closing Date and relating judicial or administrative proceeding related to the Engenio Business, the Purchased Assets, Assets and the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement. It is understood that if a third-party operator, and not any Seller, controls access to any of the operations Real Property or activities relating to the Engenio Business, the other property that constitute Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable Sellers shall use their commercially reasonable efforts to enable the party requesting cause such assistance to: (ioperator(s) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject permit Purchaser to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The have access to filessuch Purchased Assets. (b) Purchaser shall indemnify and hold harmless the Sellers from and against any and all claims arising from Purchaser’s inspection of the Purchased Assets (including claims for personal injuries, books property damage and records contemplated by this Section 5.1(breasonable documented attorneys’ and experts’ fees) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinAND SPECIFICALLY INCLUDING THOSE CLAIMED TO BE ATTRIBUTABLE TO, ARISING OUT OF, OR CAUSED BY THE NEGLIGENCE OR STRICT LIABILITY OF THE SELLERS, WHETHER IN WHOLE OR IN PART, BUT EXCLUDING CLAIMS TO THE EXTENT CAUSED OR EXACERBATED BY THE SELLERS’ GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD. (c) Buyer agrees From the Effective Date until the Closing Date, the Sellers shall provide to preserve all Purchaser within fourteen (14) days after each fiscal calendar month beginning on the first day of the first fiscal calendar month after the Effective Date until the Closing Date, monthly financial data, operating statements (including, for the avoidance of doubt, lease operating reports prepared with respect to individual Purchased Assets, as applicable) and information as is regularly prepared for the Sellers’ internal use in respect of the Business, including the monthly operating statements required to be filed with the Bankruptcy Court, and which shall also include, for the avoidance of doubt, financial statements for each of (i) the operations of the Business Recordsin the ▇▇▇▇▇▇/Three Forks development area in the Williston Basin in North Dakota and Montana, Licenses (ii) the operations of the Business in the Niobrara development area in the Denver Julesburg Basin in Wyoming, (iii) the operations of the Business in the Haynesville/Bossier development area in East Texas and Governmental Permits (iv) the Joint Venture. Such financial information described this Section 8.1(c) (the “Pre-Closing Financial Statements”) shall be prepared by the Sellers in good faith in accordance with its corporate the Company’s policies related to preservation for preparation of records. Buyer further agrees thatsuch financial information and the books of account and records of the Business, to and, where applicable, shall comply in all material respects with the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious mannerinstructions and guidelines promulgated by the Office of the United States Trustee for the preparation of monthly operating reports for business by debtors.

Access and Information. (a) Seller shall will give, or and cause its Subsidiaries Affiliates to give, to Buyer and to its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s 's or the applicable Subsidiary’s Affiliate's normal business hours throughout the period prior to the Closing to all of Seller’s 's or the applicable Subsidiary’s Affiliate's properties, books, contracts, commitments, reports of examination and records (excluding confidential portions of personnel records) directly relating to the Engenio Business, the Transferred Employees, Business or the Purchased Assets (but excluding the Excluded Assets and the Assumed Excluded Liabilities (and subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries Affiliates to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them Buyer for such purposes; it being understood that Buyer shall reimburse Seller or the applicable Affiliate promptly for reasonable and necessary out of pocket expenses (which do not include salaries or other compensation of employees or agents of Seller) incurred by Seller or any Affiliate in complying with any such request by or on behalf of Buyer. (b) After the Closing Date, Seller and Buyer shall will provide, and shall will cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall will make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreementtransactions, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i1) comply with any reporting, filing or other requirements imposed by any Governmental Bodyforeign, local, state or federal court, agency or regulatory body; (ii2) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii3) subject to clause (ii2) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, expenses incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable not less than two (2) Business Days' prior notice written request and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance for at least seven (7) years after the Closing Date. (d) From and after the date of this Agreement, Seller and its Affiliates and their respective officers, directors, employees, consultants, advisors and representatives, shall provide, free of charge, reasonable access to Parent and Buyer and their respective officers, directors, employees, consultants, advisors and other representatives, with its corporate policies related respect to preservation of records. Buyer further agrees thatall know-how, to trade secrets, formulations, production processes, development processes, business information, concepts, ideas, methods, scientific research, case studies and other information relating the extent Business RecordsPurchased Assets, Licenses or Governmental Permits are placed in storagebut excluding the Excluded Assets (collectively, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner"Know-How").

Access and Information. (a) Seller shall giveFrom and after the Signing Date, or cause its Subsidiaries to give, to the Company will give the Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives Representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all Books and Records and Assets and Properties of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination Company and records will furnish such information and documents in its possession relating to the Engenio BusinessCompany as the Buyer may reasonably request, including arranging for in person or phone call meetings among the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making material client/customer relationships, provided however, that (i) such investigation access and visits shall be scheduled through a representative designated by the Company and shall not unreasonably interfere with the conduct of the Business; (ii) the Company shall have the right to have a representative present for any communication with the Company’s clients or customers (iii) the Buyer shall, and shall cause its counselRepresentatives to, accountantsobserve and comply with all health, engineerssafety, consultants and security requirements of the Company, and (iv) neither the Buyer nor any of its Affiliates or Representatives, shall conduct any environmental site assessment, compliance evaluation, or any other non-employee representatives to be reasonably available such investigation with respect to any of them for the Assets and Properties of the Company without the prior written consent of the Company (which may be provided or withheld in the Company’s sole discretion) and without ongoing consultation with Company with respect to any such purposes. (b) After activity. All such information and documents obtained by the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (be subject to any limitations the terms and conditions of that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation)certain letter agreement, reasonable access for inspection dated August 11, 2017, by and copying of all Business Recordsbetween the Buyer and Petsky ▇▇▇▇▇▇▇ LLC, Governmental Permits, Licenses, Contracts and any other information existing as authorized representative of the Closing Date and relating Company (the “Confidentiality Agreement”). Notwithstanding anything to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony contrary set forth in any legal matter concerning transactions contemplated by this Agreement, the operations or activities Buyer shall have no right of access to, and the Beneficial Owners and Company shall have no obligation to provide to the Buyer, information relating to (a) bids received from others in connection with the Engenio BusinessContemplated Transactions and information and analysis (including financial analysis) relating to such bids; (b) any information, the Purchased Assetsdisclosure of which could jeopardize any legal privilege available to the Company, the Assumed Liabilities Beneficial Owners or any Affiliate of the Company or the Transferred Employees and as otherwise may be necessary Beneficial Owners relating to such information or desirable which would cause the Company, the Beneficial Owners or any Affiliate of the Company or the Beneficial Owners to enable breach a confidentiality obligation contained in a binding Contract; (c) personnel records of the party requesting such assistance to: (i) comply with any reportingCompany relating to individual performance or evaluation records, filing medical histories or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations information, the disclosure of which would, in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the otherCompany’s good faith opinion, violate applicable Law; or (iiid) subject any other information, the disclosure of which would result in a violation of applicable Law. Notwithstanding anything to clause the contrary contained herein, without the prior written consent of the Company, which may be withheld for any reason, the Buyer shall have no right to perform invasive or subsurface investigations of any of the Assets and Properties or the Facilities of the Company (ii) abovei.e. investigations involving boring or drilling upon land, perform its obligations under this Agreement. The party requesting such information soil testing or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenseswater or groundwater testing, if anyor activities of a similar nature); provided, incurred by such party that in providing such information and in rendering such assistance. The access to fileseach case of clauses (b), books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) and (d), the Company shall be required to notify the Buyer agrees to preserve all Business Recordsthat it is withholding documents or information because of such legal privilege, Licenses protection, Law or Contract and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, provide documents and information (or the contents thereof) to the extent practicable without waiving such privilege or protection, and shall cooperate in all reasonable respects with the Buyer in any arrangement designed to provide the Buyer with such access or information. Except as provided in this Section 5.2, this Section 5.2 shall not in any way be deemed to provide the Buyer with authority or permission to contact any customers, suppliers, and other third parties related to the Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious mannerregarding the Business without the written consent of the Beneficial Owner Representative.

Access and Information. (a) Seller The Company shall give, or cause and shall direct its Subsidiaries Representatives to give, to Buyer the Parent and its AffiliatesRepresentatives, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposes. (b) After the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice notice, reasonable access to all offices and shall be subject other facilities and to such reasonable limitations as all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. Target Companies (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, solely to the extent Business Recordsin the possession of the Target Companies), Licenses as the Parent or its Representatives may reasonably request regarding the Target Companies and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Permits are placed Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and instruct each of the Company’s Representatives to reasonably cooperate with the Parent and its Representatives in storagetheir investigation; provided, they will be kept however, that the Parent and its Representatives shall conduct any such activities in such a manner as not to make individual unreasonably interfere with the business or operations of the Target Companies; provided, however, the Company and its Representatives shall not be required to provide any of the foregoing (i) with respect to any information that is subject to attorney-client privilege to the extent doing so would reasonably be expected to cause such privilege to be waived, or (ii) if the Company reasonably determines in good faith, after consulting with outside counsel, that such cooperation or access is prohibited by the HSR Act or any other federal, state or local applicable Laws. All such access and information obtained as a result of such access shall be subject to the terms and conditions of Section 6.14. (b) The Parent shall give, and shall direct its Representatives to give, the Company and its Representatives, during normal business hours and upon reasonable notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Parent or its Subsidiaries (solely to the extent in the possession of the Parent or its Subsidiaries, as applicable), as the Company or its Representatives may reasonably request regarding the Parent, its Subsidiaries and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document retrieval possible filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and instruct each of the Parent’s Representatives to reasonably cooperate with the Company and its Representatives in their investigation; provided, however, that the Company and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Parent or any of its Subsidiaries; provided, however, the Parent and its Representatives shall not be required to provide any of the foregoing (i) with respect to any information that is subject to attorney-client privilege to the extent doing so would reasonably expeditious mannerbe expected to cause such privilege to be waived, or (ii) if the Parent reasonably determines in good faith, after consulting with outside counsel, that such cooperation or access is prohibited by the HSR Act or any other federal, state or local applicable Laws. All such access and information obtained as a result of such access shall be subject to the terms and conditions of Section 6.14.

Access and Information. (a) From the date hereof through the Closing, Seller shall, and Gasco shall givecause Seller to, or cause its Subsidiaries to give, afford to Buyer and its Affiliatesauthorized Representatives reasonable access, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout and in such manner as not to unreasonably interfere with normal operation of the period prior business, to the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitmentsrecords and appropriate management and employees of Seller related to the Assets, reports and shall furnish such authorized Representatives with all financial and operating data and other information concerning the Assets as Buyer and such Representatives may reasonably request, provided that Buyer and its authorized Representatives will not request information, or otherwise contact, any officer director or employee of examination Seller without arranging such contact with ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇’▇ Executive Vice President and records Chief Financial Officer, or ▇▇▇▇▇ ▇▇▇▇▇, Gasco’s Manager of Land and Regulatory Affairs. Seller shall have the right to have a Representative present at all times during any such inspections, interviews and examinations. Additionally, to the extent required by Section 5.4, Buyer shall hold in confidence all such information obtained from the Seller Parties. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide to Buyer, information relating to (a) bids received from others in connection with the transactions contemplated by this Agreement (or similar transactions) and information and analyses (including financial analyses) relating to such bids; (b) any information (other than information relating to the Engenio Business, EPA Enforcement Action) the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject disclosure of which would jeopardize any privilege available to any limitations Seller relating to such information or that are reasonably required would cause Seller to preserve any applicable attorney-client privilege or legal or contractual Third-Party breach a confidentiality obligation). ; or (c) any information that the Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates Parties are legally prohibited from supplying or the disclosure of which would result in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any a violation of them for such purposesLaw. (b) After On and after the Closing Date, Seller and Buyer shall providewill, and shall Gasco will cause their respective Affiliates Seller to, afford promptly to provideBuyer and its agents reasonable access to its books of account, to each other and to their respective officers, employees, accountants, counsel financial and other representatives, upon request Records (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligationincluding accountant’s work papers), reasonable access information, employees and auditors to the extent necessary or useful for inspection and copying of all Business RecordsBuyer in connection with any audit, Governmental Permitsinvestigation, Licenses, Contracts and dispute or litigation or any other information existing as of the Closing Date and reasonable business purpose relating to the Engenio Business, Assets; provided that any such access by Buyer shall not unreasonably interfere with the Purchased Assets, conduct of the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinSeller. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) Seller Subject to the terms of the Confidentiality Agreement, at all times during the period commencing upon the execution and delivery hereof by each of the parties hereto and terminating upon the earlier to occur of the Closing or the termination of this Agreement pursuant to and in accordance with the terms of Section 9.1 hereof, HPI shall givepermit, or and the HPI Stockholders and HPI shall cause each Acquired Company to permit, the Purchaser and its Subsidiaries authorized agents and representatives to givehave reasonable access, upon reasonable notice and during normal business hours, to Buyer all of the Employees, assets and properties and all relevant books, records and documents of or relating primarily to each Acquired Company and the assets of any Acquired Company, and shall furnish to the Purchaser such information and data, financial records and other documents relating thereto as the Purchaser may reasonably request, subject, in each case, to the terms of any applicable confidentiality agreement. Each Acquired Company shall permit the Purchaser and its Affiliates, agents and their respective officers, employees, accountants, counsel and other representatives reasonable access to such company's accountants, auditors and suppliers for reasonable consultation or verification of any information obtained by the Purchaser during Seller’s or the applicable Subsidiary’s normal business hours throughout course of any investigation conducted pursuant to this Section 6.2, and shall use reasonable efforts to cause such Persons to cooperate with the period prior Purchaser and its agents and representatives in such consultations and in verifying such information. If the Purchaser desires to perform any invasive testing at the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio BusinessOwned Real Property, the Transferred EmployeesPurchaser (or its agents) shall do so only after notifying HPI and obtaining HPI's prior written consent thereto, the Purchased Assets and the Assumed Liabilities (which consent may not be unreasonably withheld or delayed, but which may be subject to any limitations that are terms and conditions reasonably required imposed by HPI, including the prompt restoration of the Owned Real Property to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available condition prior to any such inspections or tests, at the Purchaser's sole cost and expense. Neither the Purchaser nor its agents shall perform any testing on any property of them for a landlord on any Leased Real Property, nor shall they take any action which may cause a default under the terms of any lease. Any investigation pursuant to this Section 6.2 shall be conducted in such purposes. (b) After manner as not to interfere unreasonably with the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as conduct of the Closing Date and relating to business of the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinAcquired Companies. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) Until the Closing, Seller shall give, or cause its Subsidiaries afford to give, to Buyer Purchaser and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to all Locations, Books and Records, and Tax Returns with respect to the Closing Locations (and all other information with respect to all Locations required to be provided or made available hereunder), together with the opportunity, at the sole cost and expense of Purchaser, to make copies thereof and to discuss the Business at the Locations with such employees and agents of Seller as Purchaser may reasonably request for the purposes of familiarizing itself with the Locations and otherwise conducting its due diligence activities; provided that such access shall not damage, unreasonably interfere with or grant Purchaser the right to conduct any Phase I or Phase II Environmental Site Assessments or invasive testing with respect to the Locations or Seller’s operation thereof. Notwithstanding the foregoing provisions of this Section 6.2, Seller shall not be required to grant access or furnish information to Purchaser or any of Purchaser’s representatives to the extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the furnishing of such information is prohibited by an existing contract or agreement, and Purchaser shall have access to personnel records of Seller, however, it shall not have access to personnel records of Seller relating medical histories or other information that in Seller’s good faith opinion are sensitive or the applicable Subsidiary’s properties, books, contracts, commitments, reports disclosure of examination and records relating which could subject Seller to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any risk of them for such purposesliability. (b) After With respect to the right of entry granted to Purchaser in this Section 6.2, Purchaser shall indemnify and hold Seller harmless from and against any Losses because of personal or bodily injury or property damage which result directly from Purchaser’s presence on or use of the Property for such due diligence, testing and examination. (c) During the period from the date of this Agreement to the Closing Date, Seller and Buyer shall providethe Parties shall, and shall cause their respective Affiliates to, confer on a regular basis with one or more designated representatives of said Party to provide, to each other report material operational matters and to their respective officersreport the general status of ongoing operations, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinLocations. (cd) Buyer agrees The information and cooperation to preserve all Business Recordsbe provided to Purchaser pursuant to this Section 6.2 shall not affect or otherwise diminish or obviate in any respect, Licenses and Governmental Permits or affect Purchaser’s right to rely upon, any of the representations, warranties, covenants or agreements of Seller contained in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious mannerthis Agreement.

Access and Information. (a) Seller Upon reasonable notice, Citizens and Dupont shall give, or cause its Subsidiaries to give, to Buyer afford River and RVB and its Affiliatesrepresentatives (including, without limitation, directors, officers and their respective officersemployees of River and its affiliates and counsel, employees, accountants, counsel accountants and other representatives professionals retained by River and RVB) such reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior before the Effective Time to the Closing to all books, records (including, without limitation, tax returns and work papers of Seller’s or the applicable Subsidiary’s properties, booksindependent auditors), contracts, commitmentsproperties, reports of examination personnel and records to such other information relating to the Engenio BusinessDupont as River or RVB may reasonably request; provided, the Transferred Employeeshowever, the Purchased Assets that no investigation pursuant to this Section 4.3 shall affect or be deemed to modify any representation or warranty made by Citizens and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates Dupont in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposesthis Agreement. (b) After From the Closing Datedate hereof until the Effective Time, Seller Dupont shall promptly provide River with (i) a copy of each report filed with federal or state banking regulators by Dupont, (ii) a copy of each periodic report to Dupont’s senior management and Buyer all materials relating to its business or operations furnished to its board of directors, (iii) a copy of each press release made available to the public, and (iv) all other information concerning its business, properties and personnel as River may reasonably request. Notwithstanding the foregoing, neither Citizens nor Dupont shall providebe required to provide access to or to disclose information where such access or disclosure would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into before the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) River shall not, and shall cause their respective Affiliates its representatives not to, use any information obtained pursuant to provide, this Section 4.3 for any purpose unrelated to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as the consummation of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating . Subject to the Engenio Businessrequirements of applicable law, the Purchased AssetsRiver and RVB will keep confidential, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable will cause their respective representatives to enable the party requesting keep confidential, all information and documents obtained pursuant to this Section 4.3 unless such assistance to: information (i) comply with any reportingwas already known to River, filing RVB, or an affiliate of River or of RVB, other than pursuant to a confidentiality agreement or other requirements imposed by any Governmental Body; confidential relationship, (ii) assert becomes available to River, RVB, or defend any claims an affiliate of River or allegations in any litigation or arbitration or in any administrative or legal proceeding RVB from other than claims or allegations that one sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of Citizens or Dupont, or (iv) is or becomes readily ascertainable from published information or trade sources. (d) Dupont shall give notice to a designee of River and shall invite such person to attend all regular and special meetings of the board of directors of Dupont and all regular and special meetings of any senior management committee (including but not limited to the executive committee, audit committee, investment committee, and loan committee of Dupont) of Dupont. Such designees shall have no right to vote and shall not attend sessions of board of directors and committees during which there is being discussed (i) matters involving this Agreement has asserted against (including any Acquisition Proposal) and the other; transactions and matters contemplated herein, (ii) information or material that Dupont or Citizens is required or obligated to, in the reasonable opinion of counsel to Dupont, maintain as confidential under applicable laws or regulations or policies or procedures of Dupont or Citizens, or (iii) subject pending or threatened litigation or investigations if, in the reasonable opinion of counsel to clause (ii) aboveDupont, perform its obligations under this Agreement. The party requesting the presence of such information designees would or assistance shall reimburse might adversely affect the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody confidential nature of or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, any privilege relating to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious mannermatters being discussed.

Access and Information. Until the Closing, the Company shall afford to Parent and its representatives (aincluding accountants and counsel) Seller reasonable access, in each case, only at such locations and in accordance with such procedures (including prior notice requirements, the time and duration of access and the manner in which access and discussions may be held) as are mutually agreed to between Parent and the Company prior to any such access, to all properties, books and records of the Company and all other information with respect to its business, together with the opportunity, at the sole cost and expense of Parent, to make copies of such books, records and other documents and to discuss the business of the Company with such directors, officers and counsel for the Company as Parent may reasonably request for the purposes of familiarizing itself with the Company. Notwithstanding the foregoing provisions of this Section 4.2, the Company shall giveafford to Parent and its representatives (including accountants and counsel) reasonable access to all properties of the Company and the Retained Subsidiaries, at the sole cost and expense of Parent, to conduct Phase I environmental site assessments of such properties, provided that Parent shall have no right to perform invasive or cause subsurface investigations of the properties of the Company or its Retained Subsidiaries and shall indemnify the Company and its Subsidiaries from and against any Liabilities for death or injury to give, to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Sellerpersons or property damage that result from Parent’s or its agents’ or representatives’ activities at properties of the applicable SubsidiaryCompany or the Retained Subsidiaries. Notwithstanding the foregoing, the Company shall not be required to grant access or furnish information to Parent or any of Parent’s normal representatives to the extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the furnishing of such information is prohibited by an existing contract or agreement. Notwithstanding the foregoing, Parent shall not have access to personnel records of the Company relating to individual performance or evaluation records, medical histories or other information the disclosure of which would violate Applicable Laws. In addition, Parent shall not contact any personnel of the Company regarding the transactions contemplated by this Agreement or directly or indirectly contact any franchisee, supplier, distributor, customer or other material business hours throughout relation of the period Company or any of the Retained Subsidiaries prior to the Closing to all without the written consent of Seller’s the Company (which consent shall not be unreasonably withheld or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assistdelayed, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposes. (b) After the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise which consent may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing given by e-mail or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinelectronic transmission). (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) Seller Upon reasonable prior notice and subject to Applicable Law, the Company shall, and shall givecause the Company Subsidiaries and the officers, or cause its directors, employees and agents of the Company and the Company Subsidiaries to, afford to give, to Buyer Parent and its Affiliatesfinancial advisors, and their respective officerslegal counsel, employeesfinancing sources, accountantsaccountants or other advisors, counsel and other agents or authorized representatives (collectively, “Representatives”) reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout and without undue disruption of normal business activity during the period prior to the Closing earlier of the Effective Time and the termination of this Agreement to all of Seller’s or the applicable Subsidiary’s its books, records, properties, bookspremises and personnel and all other financial, contractsoperating and other data and information as Parent may reasonably request; provided, commitments, reports of examination and records relating to that (i) the Engenio Business, the Transferred Employees, the Purchased Assets Company and the Assumed Liabilities Company Subsidiaries shall not be obligated to provide access to (subject A) any information that is competitively sensitive, (B) any information that would reasonably be expected to any limitations that are reasonably required to preserve any applicable result in the loss of attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller with respect to such information (provided, that the Company shall assist, and cause use its Subsidiaries commercially reasonable efforts to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them allow for such purposes. (b) After access or disclosure in a manner that would not reasonably be expected to jeopardize the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligationprivilege), reasonable access for inspection and copying (C) any information that would result in a breach of all Business Records, Governmental Permits, Licenses, Contracts and an agreement to which the Company or any other information existing as of the Closing Date Company Subsidiaries is a party, (D) any information that, in the reasonable judgment of the Company after consultation with counsel, would violate any Applicable Law or (E) any information that is reasonably pertinent to any litigation in which the Company or any Company Subsidiary, on the one hand, and relating Parent or any of its Affiliates, on the other hand, are adverse parties, (ii) no investigation pursuant to this Section 8.1 shall affect any representations or warranties made herein or the conditions to the Engenio Business, obligations of the Purchased Assets, respective parties to consummate the Assumed Liabilities or Merger and the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning other transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees Agreement and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject the Company and Company Subsidiaries shall not be required to clause conduct, or permit Parent or any of its Representatives to conduct, any environmental investigation or sampling of soil, air, surface water, building material, groundwater or other environmental media relating to any Company Real Property. Without limiting the generality of the foregoing, Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least three (ii3) aboveBusiness Days prior written notice thereof, perform setting forth the inspection or materials that Parent or its obligations under this Representatives intend to conduct or review, as applicable. Each party shall continue to abide by the terms of the confidentiality agreement between ▇▇▇▇▇▇▇▇ Broadcast Group Inc. and the Company, dated January 30, 2013 (the “Confidentiality Agreement”). The party requesting such information Prior to any entry upon or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access physical inspection of any Company Real Property pursuant to files, books and records contemplated by this Section 5.1(b) 8.1, Parent shall execute and deliver to the Company an access and indemnity agreement in a commercially reasonable form to be during normal business hours and upon reasonable prior notice provided by the Company and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality provide evidence of information contained therein. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, liability insurance coverage reasonably acceptable to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious mannerCompany.

Access and Information. (a) Prior to the Closing, the Seller shall giveshall, or cause its Subsidiaries to giveconsistent with, and subject to, applicable Law, afford to Buyer and its Affiliates, and their respective officers, employees, accountants, consultants, legal counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior hours, subject to the Closing reasonable advance notice, to all of the Seller’s or and the applicable Subsidiary’s Acquired Subsidiaries’ respective properties, contracts, agreements, books, contracts, commitments, reports of examination records and records relating personnel as Buyer may reasonably request and solely as related to the Engenio Business to facilitate the completion of the transactions contemplated by this Agreement, provided, 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 8.3; (ii) other than any personnel files of Transferred Employees, Seller shall not make available any personnel files of Employees and any other current or former employees of Seller and its Affiliates who have provided services to the Business. The Seller shall, and shall cause the Acquired Subsidiaries and its and their respective employees, officers and other representatives to, reasonably cooperate with Buyer and its officers, employees, accountants, consultants, legal counsel and other representatives in the conduct of any such investigation or review of the Seller, the Transferred EmployeesAcquired Subsidiaries, the Business, the Purchased Assets and or the Assumed Liabilities (subject Liabilities. Buyer agrees that any investigation undertaken pursuant to the access granted under Section 8.3 shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and, from the date hereof until the Closing, none of Buyer or any limitations that are reasonably of its Affiliates or representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any of its Affiliates shall be required to preserve any applicable provide access to or disclose information pursuant to this Section 8.3 where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or legal contravene any Laws or contractual Third-Party confidentiality obligation). undertakings to which Seller shall assist, and cause its Subsidiaries to assist, Buyer and or any of its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to may be reasonably available to any of them for such purposessubject. (b) After the Closing DateClosing, Seller and Buyer shall provideshall, and shall cause their respective its Affiliates (including the Acquired Subsidiaries) to, provide Seller (i) information related to providethe Business prior to Closing and (ii) reasonable access during normal business hours, subject to reasonable advance notice, to the Buyer’s and the Acquired Subsidiaries’ respective properties, contracts, agreements, books, records and personnel, in each other case solely to the extent that such access is required by Seller for the preparation of financial statements, taxes, reporting obligations and compliance with applicable Laws. For the avoidance of doubt, notwithstanding anything to their respective officersthe contrary in this Agreement, employees, accountants, counsel and other representativesneither Buyer nor any of its Affiliates shall be required to provide access to or disclose information pursuant to this Section 8.3 where, upon request (subject to any limitations that are reasonably required to preserve any applicable the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or legal contravene any Laws or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying undertakings to which Buyer or any of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise its Affiliates may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinsubject. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) Seller Radio Unica shall givecause the Sellers and any other Affiliate of Radio Unica to, and the Sellers shall, permit the Purchaser and its representatives after the date of execution of this Agreement to have reasonable access, during regular business hours and upon reasonable advance notice, to the properties, officers and employees of Radio Unica and the Sellers (and the Sellers shall use their commercially reasonable efforts to cause the Sellers' outside independent accountants to be available to the Purchaser on the same basis), and shall furnish, or cause its Subsidiaries to givebe furnished, to Buyer the Purchaser any financial and its Affiliatesoperating data, Tax information, books and their respective officersrecords, employees, accountants, counsel contracts and documents and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior information that is available with respect to the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination Sellers and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets as the Purchaser shall from time to time reasonably request (including any work papers of the Sellers' accountants); PROVIDED, that the foregoing shall not require the Sellers to permit any inspection, or to disclose any information, that in its reasonable judgment would result in the disclosure of any Trade Secrets of third parties or violate the Sellers' obligations with respect to confidentiality owed to third parties, but, to the extent permitted by the terms thereof, the Sellers shall inform the Purchaser of any materials and the Assumed Liabilities (documents subject to any limitations that are reasonably required such restrictions on disclosure and, to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assistthe extent feasible, redact the restricted information to permit the disclosure of such material and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposesdocuments. (b) After Radio Unica shall provide the Closing DatePurchaser with copies of any filing, Seller and Buyer shall providestatement, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege document or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as or material Radio Unica or any of its Subsidiaries files with, submits to, presents to, or otherwise makes available to the Bankruptcy Court, the Office of the Closing Date and relating to United States Trustee or any official committee appointed in the Engenio BusinessBankruptcy Cases on the same date such filing, the Purchased Assetsstatement, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing document or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expensesmaterial is so made, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody presented or control thereof may impose to preserve the confidentiality of information contained thereinsubmitted. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance Radio Unica shall promptly notify the Purchaser of any Material Adverse Effect with its corporate policies related to preservation of records. Buyer further agrees that, respect to the extent Business RecordsPurchased Assets, Licenses or Governmental Permits are placed in storage, they will be kept in which notice shall include a detailed description of such a manner as to make individual document retrieval possible in a reasonably expeditious mannerMaterial Adverse Effect.

Access and Information. (a) Subject to applicable Law or any applicable Governmental Authorizations, from the Execution Date until the Closing Date Seller shall giveshall, or cause its Subsidiaries to giveduring reasonable business hours and in compliance with such reasonable procedures as Seller may request, to Buyer provide Purchaser and its Affiliates, representatives (including the Replacement Financing Sources and their respective officersrepresentatives) with access to such information, employeesdocuments and properties as are in its possession or under its control relating to the Company and the Company Subsidiaries, accountantsas Purchaser may reasonably request in connection with the transactions contemplated by this Agreement; provided that such access shall be supervised by such Persons as may be designated by Seller and such access shall not (i) unreasonably disrupt the operations of Seller, counsel and other representatives the Company or the Company Subsidiaries, (ii) require that any of Seller, the Company or the Company Subsidiaries disclose any information that in Seller’s reasonable access during judgment would result in the disclosure of any trade secrets or violate any of Seller’s, the Company’s or the applicable Subsidiary’s normal business hours throughout Company Subsidiaries’ obligations with respect to confidentiality, (iii) require that any of Seller, the period prior Company or the Company Subsidiaries disclose any legally privileged information of any of Seller, the Company or the Company Subsidiaries, (iv) require Seller or its Affiliates (including the Company and the Company Subsidiaries) to disclose any financial or proprietary information of or regarding Seller or its Affiliates (excluding the Company and the Company Subsidiaries) or otherwise disclose information regarding Seller or its Affiliates (excluding the Company and the Company Subsidiaries) which Seller deems commercially sensitive, or (v) include any boring, drilling or other invasive or destructive testing or sampling. All information, data and copies of documents obtained by Purchaser shall be subject to the Closing to all terms of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposesConfidentiality Agreement as if Purchaser were a party thereto. (b) After the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject If Purchaser exercises rights of access to any limitations that are reasonably required to preserve any applicable attorney-client privilege assets or legal properties owned, leased, used or contractual Third-Party confidentiality obligation)managed by the Company Group under this Section 5.3 or otherwise, reasonable access for inspection and copying of all Business Recordsor conducts examinations or physical inspections at sites under this Section 5.3 or otherwise, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: then (i) comply with such access and any reportingrelated examinations or inspections shall be at Purchaser’s sole risk, filing cost and expense and Purchaser waives and releases all claims against Seller, the Company Group and their Affiliates arising in any way therefrom or other requirements imposed by in any Governmental Bodyway related thereto; and (ii) assert Purchaser shall indemnify, defend and hold harmless Seller, the Company Group and their Affiliates from any and all claims, actions, causes of action, liabilities, losses, damages, fines, penalties, costs or defend expenses of any claims kind or allegations in character, or Liens for labor or materials, arising out of or related to property damage or personal injury caused by, or personal injury to, Purchaser’s representatives and invitees during the course of any litigation such examinations or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or inspections. THE FOREGOING RELEASE AND INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (iiii) subject to clause NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE OR ACTIVE OR PASSIVE NEGLIGENCE) OF SELLER, THE COMPANY OR ANY COMPANY SUBSIDIARY OR (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinSTRICT LIABILITY. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) Seller shall givepermit Buyer and its representatives, after the date of this Agreement until the Closing, to have reasonable access, during regular business hours and upon reasonable advance notice, to (i) the Transferred Real Property (subject to Seller’s right to have its representatives accompany Buyer’s representatives and subject to other reasonable rules and regulations of Seller), including the right to perform reasonable “Phase I” environmental site assessments; provided, however, Buyer shall not be permitted to perform any “Phase II” environmental site assessments or other testing, sampling or investigations without Seller’s prior written consent, which consent shall be granted in Seller’s sole discretion, (ii) the offices, facilities, properties and the financial, accounting and other books and records of Seller, the Acquired Companies and Selling Subsidiaries relating to the Business and (iii) the appropriate management personnel of Seller, the Acquired Companies and the Selling Subsidiaries and the accountants, auditors and agents thereof and (iv) key employees of the Business to discuss employment by Buyer of such employees after the Closing. Seller shall furnish, or cause its Subsidiaries to givebe furnished, to Buyer any financial and its Affiliates, and their respective officers, employees, accountants, counsel operating data and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior information that is available with respect to the Closing Business as Buyer shall from time to all time reasonably request for the purpose of verifying the accuracy of the representations and warranties of Seller hereunder. It is expressly understood by the parties hereto that, notwithstanding the provisions of this Section 5.1, Seller’s , in its reasonable discretion, may deny or the restrict any access (i) involving possible breaches of applicable Subsidiary’s properties, books, contracts, commitments, reports confidentiality agreements with third parties or possible waivers of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege privileges (provided however that all environmental reports and reviews pertaining to the Business or legal any of the assets thereof shall be made available to Buyer as the potential successor to Seller’s interest therein notwithstanding otherwise applicable or contractual Thirdpotentially applicable claims of confidentiality agreements with third parties or possible waivers of any applicable attorney-Party confidentiality obligationclient or other privileges), (ii) to any formulae, recipes, know-how, operating instructions or other proprietary knowledge of Seller or any of its Affiliates with respect to the products, materials and services used in or produced by the Business; or (iii) in the event Buyer is in material breach of this Agreement. It is further understood that Seller shall assistbe under no obligation to grant Buyer or its representatives access to the extent that such access would, under the circumstances, interfere with Seller’s or its Affiliates’ operations, activities or employees, or if such access would, in the reasonable judgment of Seller, violate applicable antitrust or similar laws. With respect to any parties with which Seller, any Selling Subsidiary or any Acquired Company has a direct or indirect contractual relationship, and cause its Subsidiaries to assistany Governmental Authorities with jurisdiction over or that regulates Seller, any Selling Subsidiary, any Acquired Company, the Business, the Facilities or the Transferred Real Property, Buyer shall not make any independent inquiry with respect to Seller, any Selling Subsidiary, any Acquired Company, the Business, the Facilities or the Transferred Real Property without Seller’s prior written consent and, to the extent Seller consents thereto, all such inquiries shall be conducted jointly by Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposesSeller. (b) After All information provided or obtained pursuant to clause (a) above shall be held by Buyer in accordance with, and subject to the Closing Date, Seller and Buyer shall provideterms of, and shall cause their respective Affiliates to provideconstitute “Evaluation Material” under, to each other the Confidentiality Agreement, dated June 19, 2007, between Buyer and to their respective officersSeller (the “Confidentiality Agreement”). The parties hereby agree that, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating notwithstanding anything to the Engenio Business, contrary contained in the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Confidentiality Agreement, the operations or activities relating to Confidentiality Agreement shall survive from the Engenio Businessdate hereof until the Closing, and if the Purchased Assets, Closing shall occur the Assumed Liabilities or Confidentiality Agreement will terminate at the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinClosing. (c) Buyer agrees In addition to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees thatthe above, to effectuate the extent Business Recordsprovisions of this Agreement, Licenses including Section 2.1(b) and Section 2.2(l), permitting Seller to retain certain original or Governmental Permits are placed copies of documents following the Closing, the parties shall enter into a Post-Closing Confidentiality Agreement on the Effective Date, in storage, they will be kept in such a manner the form attached hereto as to make individual document retrieval possible in a reasonably expeditious mannerExhibit J (the “Post-Closing Confidentiality Agreement”) setting forth the terms and conditions governing the continued non-disclosure and non-use of any documents and Books and Records retained by Seller following the Closing.

Access and Information. (a) Seller shall, and shall give, or cause its Subsidiaries to giveto, give to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records directly relating to the Engenio Business, the Transferred Employees, the Purchased Assets and or the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any Liabilities, except as is prohibited by applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation)Law. Seller shall assist, and cause its Subsidiaries to assist, assist Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants consultants, employees and other non-employee representatives to be reasonably available to any of them Buyer for such purposes. (b) After the Closing DateClosing, Seller and Buyer shall provide, and shall cause their respective Affiliates Subsidiaries to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Third Party confidentiality obligationobligation in which case Seller and Buyer, as the case may be, will use commercially reasonable efforts to develop an alternative means to provide any such information that is subject to such limitations), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information (other than as may be prohibited by applicable Law) existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, Assets or the Assumed Liabilities or the Transferred Employees Liabilities, and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, Assets or the Assumed Liabilities or the Transferred Employees Liabilities, and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, expenses incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) Seller shall give, or cause its Subsidiaries to give, to permit Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or after the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all date of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports execution of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposes. (b) After the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) abovehave reasonable access, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal regular business hours and upon reasonable prior notice advance notice, to the real property owned or leased by the Company and the Subsidiaries and to the officers of the Company and the Subsidiaries, and shall furnish, or cause to be subject furnished, to Buyer any financial and operating data and other information that is available with respect to the business and properties of the Restructured Business as Buyer shall from time to time reasonably request, provided that the foregoing shall not require Seller to permit any inspection, or to disclose any information, that in its reasonable judgment would result in the disclosure of any trade secrets of third parties or violate any of Seller's, the Company's or any of the Subsidiaries' obligations with respect to confidentiality if Seller shall have used reasonable best efforts to obtain the consent of such third party to such reasonable limitations inspection or disclosure. Seller shall cause the Company to provide to Buyer such assistance and other information, including, without limitation, information concerning the Restructured Business Entities, the Restructured Business and the historical consolidated financial statements of the Company, of the type and nature that would be required to be included in a registration statement under the Securities Act in connection with an underwritten public offering of the Company's equity securities, for inclusion in any public filing by Buyer under or pursuant to the Securities Act or the Securities Exchange Act of 1934, as the party having custody or control thereof may impose to preserve amended. Disclosure of such financial statements and information in any such filing shall not constitute a violation of the confidentiality provisions of this Agreement or the Confidentiality Agreement. Seller will assist Buyer and its representatives (b) In the event of the termination of this Agreement, Buyer at its own expense shall promptly deliver (without retaining any copies thereof) to Seller, or (at Seller's option) confirm in writing to Seller that it has destroyed, all information contained thereinfurnished to Buyer or its representatives by Seller, the Company, the Subsidiaries or any of their respective agents, employees or representatives as a result hereof or in connection herewith, whether so obtained before or after the execution hereof, and all analyses, compilations, forecasts, studies or other documents prepared by Buyer or its representatives which contain or reflect any such information. Buyer shall at all times prior to the Closing Date, and in the event of termination of this Agreement, cause any information so obtained to be kept confidential and will not use, or permit the use of, such information in its business or in any other manner or for any other purpose except as contemplated hereby. (c) All information provided or obtained pursuant to clause (a) above shall be held by Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, and subject to the extent Business Recordsterms of the Confidentiality Agreement, Licenses or Governmental Permits are placed in storagedated February 3, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner1997, between Buyer and Seller (the "Confidentiality Agreement").

Access and Information. (a) Seller The Company shall give, or cause its Subsidiaries to give, to Buyer afford the Purchaser and its Affiliatescounsel, and their respective officers, employees, accountants, counsel accountants and other representatives representatives, reasonable access access, during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing hours, to all of Seller’s or the applicable Subsidiary’s properties, facilities, documents, books, contracts, commitments, and records, including Tax Returns, of the Company and its Subsidiaries and shall furnish to the Purchaser, all such information concerning the affairs of the Company and its Subsidiaries, including financial and operating data and other information, as the Purchaser may reasonably request including, but not limited to, such copies and extracts of pertinent records and data as the Purchaser may reasonably request, except for reports to, discussions and considerations by, and resolutions of examination and records the Board of Directors of the Company concerning or relating to negotiations with any Person for the Engenio Businesssale of shares or assets or the merger or consolidation of the Company (other than specific resolutions approving this Agreement and the transactions contemplated hereby). On the Purchaser's request, the Transferred Employees, the Purchased Assets Company and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries shall deliver to assist, Buyer the Purchaser detailed schedules and its Affiliates in making such investigation workpapers accessible to the Company using reasonable efforts describing the assets and liabilities which comprise the asset and liability categories reflected on any balance sheet of the Company or any Subsidiary. The Company shall cause afford the Purchaser and its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposes. (b) After the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel accountants and other representatives, upon request (subject full and free access, during normal business hours, to all of the books, contracts, commitments, and other records of the Company relating to any limitations that are reasonably required to preserve transaction between the Company or any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts Subsidiary and any Shareholder, and shall furnish to the Purchaser all such other information existing concerning any such transaction between the Company or any Subsidiary and the Shareholder as the Purchaser may reasonably request, including, but not limited to, such copies and extracts of pertinent records and data as the Purchaser may reasonably request. The Purchaser shall be entitled to audit, or engage an independent accountant to audit, any of the Closing Date Company's books and records or financial statements; provided however, that the Purchaser agrees that any information relating to the Engenio BusinessCompany, any Subsidiary or any Shareholder which is confidential, proprietary or not in the public domain and which is or has been delivered to or made available to the Purchaser and its representatives by the Company or any Subsidiary (i) will be treated as confidential, (ii) except as required by law, will not be directly or indirectly divulged, disclosed or communicated to any person, firm or corporation other than the Purchaser and its representatives, (iii) will be used exclusively pursuant to this Agreement, and (iv) will be returned to the Company if the transaction contemplated by this Agreement is not consummated. The Company, the Purchased Assets, Subsidiaries and the Assumed Liabilities or Shareholders shall cooperate fully with the Transferred Employees Purchaser and its independent auditors in connection with any audit. The furnishings of any information to the Purchaser and any investigation by the Purchaser shall make their respective personnel reasonably available for interviews, depositions not affect the Purchaser's right to rely on the representations and testimony warranties made in this Agreement. Notwithstanding any legal matter concerning transactions contemplated by provisions to the contrary contained in this Agreement, the operations or activities relating to Company and Purchaser shall mutually and reasonably agree upon the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees time and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with manner of any reporting, filing or other requirements imposed inspection contemplated by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under SECTIONS 4.2 and 4.3 of this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. Until the Closing, the Company shall afford to Parent and its representatives (aincluding accountants and counsel) Seller shall givereasonable access, or cause its Subsidiaries in each case, only at such locations and in accordance with such procedures (including prior notice requirements, the time and duration of access and the manner in which access and discussions may be held) as are mutually agreed to givebetween Parent and the Company prior to any such access, to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contractsrecords, commitmentsand Tax Returns of the Company and each of its Subsidiaries and all other information with respect to their respective businesses, reports together with the opportunity, at the sole cost and expense of examination Parent, to make copies of such books, records and other documents and to discuss the business of the Company and each of its Subsidiaries with such directors, officers and counsel for the Company as Parent may reasonably request for the purposes of familiarizing itself with the Company and each of its Subsidiaries including providing the Company’s consent to the release of any information regarding the Company and its Subsidiaries held by its independent auditors. Notwithstanding the foregoing provisions of this Section 4.2, the Company shall not be required to, or to cause any of its Subsidiaries to, grant access or furnish information to Parent or any of Parent’s representatives to the extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the furnishing of such information is prohibited by an existing contract or agreement. Notwithstanding the foregoing, Parent shall not have access to personnel records of the Company or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in the Engenio Business, Company’s good faith opinion is sensitive or the Transferred Employees, disclosure of which could subject the Purchased Assets and the Assumed Liabilities (subject to Company or any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause of its Subsidiaries to assistrisk of liability. In addition, Buyer and its Affiliates in making such investigation and Parent shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to not contact any of them for such purposes. (b) After the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as personnel of the Closing Date and relating to Company or its Subsidiaries regarding the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, Agreement without the operations or activities relating to express prior written consent of the Engenio Business, Chief Financial Officer of the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party Company. All information provided pursuant to this Agreement has asserted against the other; or (iii) shall remain subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for in all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, respects to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious mannerConfidentiality Agreement until the Effective Time.

Access and Information. (a) Seller From the Execution Date through the Closing Date, the Purchaser shall givebe entitled, or cause through its Subsidiaries to give, to Buyer and its Affiliates, and their respective officers, employees, consultants and Representatives (including, without limitation, its legal advisors and accountants), counsel and other representatives reasonable access during Seller’s or to make such investigation of the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, booksbusinesses and operations of the Business, contractsincluding the conduct of environmental assessments of the Real Property and title checks, commitments, reports and such examination of examination the books and records relating to of the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject as it reasonably requests and to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation)make extracts and copies of such books and records. Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposes. (b) After From the Execution Date through the Closing Date, the Sellers shall also provide the Purchaser with unrestricted 24/7 access to the Purchased Assets and the Seller’s Records and use their commercially reasonable efforts to provide the Purchaser with access to all vendors, services providers, consultants, pumpers, purchasers of productions, gatherers, processors, lessors, landowners and other Persons with whom the Seller Entities have a commercial relationship with respect to the Purchased Assets. With respect to Purchased Assets operated by third parties, any access shall be subject to the consent of such third party operators, which consent Seller shall use commercially reasonable efforts to obtain. The Sellers shall direct and Buyer shall provide, use their commercially reasonable efforts to cause the other Seller Entities and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, consultants, agents, accountants, counsel attorneys and other representativesRepresentatives to cooperate with the Purchaser and the Purchaser’s Representatives in connection with such access, upon request (subject investigation and examination. No investigation by the Purchaser or its Representatives prior to or after the Execution Date shall affect or be deemed to modify any limitations that are reasonably required of the representations, warranties, covenants or agreements of the Sellers contained in this Agreement. From the Execution Date through the Closing Date, the Sellers shall promptly deliver or make available to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation)the Purchaser all material pleadings, reasonable access for inspection motions, notices, statements, schedules, applications, reports and copying of all Business Records, Governmental Permits, Licenses, Contracts and other papers filed in any other information existing as of the Closing Date and relating judicial or administrative proceeding related to the Engenio Business, the Purchased Assets, Assets and the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement. It is understood that if a third-party operator, and not any Seller or Affiliate of any Seller, controls access to any of the operations Real Property or activities relating to the Engenio Business, the other property that constitute Purchased Assets, the Assumed Liabilities or Sellers shall use all commercially reasonable efforts to cause such operator(s) to permit the Transferred Employees and as otherwise may be necessary or desirable Purchaser to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The have access to filessuch Purchased Assets. From and after the Execution Date, books the Seller’s shall also use their commercially reasonable efforts to assist the Purchaser in transitioning the field and records contemplated back office operations of the Purchased Assets by this Section 5.1(bthe Sellers to the Purchaser at Closing. (b) The Purchaser shall be during normal business hours indemnify and upon hold harmless Sellers from and against any and all claims arising from the Purchaser’s inspection of the Purchased Assets (including claims for personal injuries, property damage and reasonable prior notice documented attorneys’ and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinexperts’ fees) AND SPECIFICALLY INCLUDING THOSE CLAIMED TO BE ATTRIBUTABLE TO, ARISING OUT OF, OR CAUSED BY THE NEGLIGENCE OR STRICT LIABILITY OF THE SELLERS, WHETHER IN WHOLE OR IN PART, BUT EXCLUDING CLAIMS TO THE EXTENT CAUSED BY THE SELLERS’ WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. (c) Buyer agrees From the Execution Date until the Closing Date, the Sellers shall provide to preserve all Business Recordsthe Purchaser within fourteen (14) days after each fiscal calendar month beginning on the first day of the first fiscal calendar month after the Execution Date until the Closing Date, Licenses monthly financial data, operating statements and Governmental Permits information as is regularly prepared for the Sellers’ internal use in respect of the Business, including the monthly operating statements required to be filed with the Bankruptcy Court. Such financial information described this Section 8.1(c) (the “Pre-Closing Financial Statements”) shall be prepared by the Sellers in good faith in accordance with its corporate the Company’s policies related to preservation for preparation of records. Buyer further agrees that, to such financial information and the extent books of account and records of the Business Records, Licenses or Governmental Permits are placed and shall comply in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious mannerall material respects with the instructions and guidelines promulgated by the Office of the United States Trustee for the preparation of monthly operating reports for business by debtors.

Access and Information. (a) Seller shall give, or cause its Subsidiaries Affiliates to give, to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives (including financing sources) reasonable access during Seller’s or the applicable SubsidiaryAffiliate’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable SubsidiaryAffiliate’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio Mobility Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (but excluding those related primarily to the Excluded Assets and Excluded Liabilities and subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries Affiliates to assist, Buyer and its Affiliates and financing sources in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposes. (b) After the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Mobility Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Mobility Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably an expeditious manner.

Access and Information. (a) Seller Repap shall givepermit Buyer and its representatives after the date of execution of this Agreement to have reasonable access, during regular business hours and upon reasonable advance notice, to the real property owned or leased by Repap USA and the Subsidiaries and to the officers, key employees, customers, suppliers and parties to material contracts of Repap USA and the Subsidiaries, subject to Repap's reasonable rules and regulations, and shall furnish, or cause its Subsidiaries to givebe furnished, to Buyer any financial and operating data and other information that is available with respect to the Business and properties of Repap USA and the Subsidiaries as may be reasonably necessary for Buyer and Repap to obtain any third party action, consent or approval required hereunder or as Buyer shall from time to time otherwise reasonably request; provided that the foregoing shall not require Repap to permit, prior to Closing, any inspection, or to disclose any information, that (a) relates to its proprietary coating formulas and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives groundwood customers or (b) in its reasonable access during Seller’s judgment would result in the disclosure of any trade secrets of third parties or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to violate any of them for Repap's, Repap USA's or any of the Subsidiaries' obligations with respect to confidentiality if Repap shall have used its reasonable best efforts to obtain the consent of such purposesthird party to such inspection or disclosure. (b) After In the event of the termination of this Agreement, Buyer at its own expense shall promptly deliver (without retaining any copies thereof) to Repap, or (at Repap's option) confirm in writing to Repap that it has destroyed all Confidential Information furnished to Buyer or its representatives by Repap, Repap USA, the Subsidiaries or any of their respective agents, employees or representatives as a result hereof or in connection herewith, whether so obtained before or after the execution hereof, and all analyses, compilations, forecasts, studies or other documents prepared by Buyer or its representatives which contain or reflect any such Confidential Information. Buyer shall at all times prior to the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying in the event of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as termination of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, cause any Confidential Information so obtained to be kept confidential and will not use, or permit the operations or activities relating to the Engenio Businessuse of, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations information in any litigation or arbitration its business or in any administrative other manner or legal proceeding for any other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable purpose except as contemplated hereby and necessary out-of-pocket costs and expenses, if any, incurred except as required by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinlaw. (c) All Confidential Information provided or obtained pursuant to clause (a) above shall be held by Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, and subject to the extent terms of the confidentiality agreement, dated September 24, 1996, between Buyer and Repap (the "Confidentiality Agreement"). At Closing, the Confidentiality Agreement shall terminate and shall be of no further force and effect except as provided therein. (d) As used in this Agreement, "Confidential Information" means confidential business information regarding Repap, Repap USA or the Subsidiaries, including customer lists and files, prices and costs, Business Recordsand financial records, Licenses information relating to personnel contracts and offices and positions held, stock ownership, liabilities, litigation and the terms of this Agreement and any written analysis or Governmental Permits are placed in storage, they will be kept in other document reflecting such a manner as to make individual document retrieval possible in a reasonably expeditious mannerinformation that such party prepares.

Access and Information. (a) Upon reasonable advance notice, Seller shall, and shall give, or cause its Subsidiaries Affiliates to, give to giveParent, to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access (including for the purpose of inspection and copying) during Seller’s 's or the applicable Subsidiary’s Affiliate's normal business hours throughout the period prior to the Closing to the Real Property, Purchased Assets, Business Records and Business Employees and to all of Seller’s 's or the applicable Subsidiary’s Affiliate's properties, books, contracts, commitments, reports of examination and records (excluding confidential portions of personnel and medical records) directly relating to the Engenio Business, the Transferred Employees, the Purchased Assets and or the Assumed Liabilities (but excluding the Excluded Assets and Excluded Liabilities and subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation)) for the purpose of allowing Parent and Buyer to (i) observe Seller's year end audit, including an audit of the physical Inventory, (ii) conduct appraisals of the Purchased Assets and (iii) conduct environmental due diligence. Seller shall assistshall, and shall cause its Subsidiaries to assistAffiliates to, Buyer assist Parent and its Affiliates Buyer, at Parent's and Buyer's expense, in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them Parent and Buyer for such purposes. In conducting any inspections, sampling, investigations or tests of the Transferred Premises or Leased Premises or in installing any temporary monitoring ▇▇▇▇▇ or equipment thereon, Parent, Buyer and their agents and representatives shall: (i) not interfere in any material respect with the operation and maintenance of the Transferred Premises and Leased Premises; (ii) not damage in any material respect any part of the Transferred Premises and Leased Premises or any personal property owned or held by any Third Party; (iii) comply with all applicable Laws; (iv) promptly pay when due all of its costs of all tests, investigations, and examinations performed by or on behalf of Parent and Buyer with regard to the Transferred Premises and Leased Premises; (vi) not permit any Encumbrances to attach to the Transferred Premises or Leased Premises by reason of the exercise of its rights hereunder; (vii) repair any damage to the Transferred Premises and Leased Premises resulting directly or indirectly from any such inspection or tests; (viii) carry insurance reasonably requested by Seller, name Seller as an additional insured thereunder, and provide Seller with copies of such insurance; (ix) not reveal or disclose prior to Closing any information obtained concerning the Transferred Premises and Leased Premises to any Third Parties, except as reasonably necessary to effectuate the Closing or except as may be otherwise required by applicable Law; and (x) not take subsurface soil or groundwater samples in the vicinity of the Designated Remedial Action without Seller's consent (which consent shall not be unreasonably withheld or delayed). (b) Each of Parent and Buyer indemnifies and holds Seller harmless from and against any and all Encumbrances, claims, causes of action, damages, Liabilities and expenses (including reasonable attorneys' fees) arising out of Parent's and Buyer's negligent inspections, sampling, investigations or tests, or Parent's and Buyer's negligent installation of any temporary monitoring ▇▇▇▇▇ or equipment permitted under this Purchase Agreement; provided, however, the indemnity in this Section 5.1(b) shall not extend to protect Seller from any Encumbrances, claims, causes of action, damages, Liabilities and expenses (including reasonable attorneys' fees) arising out of discovery by Parent or Buyer of any Hazardous Substance or contamination. Parent's and Buyer's obligations under this Section 5.1(b) shall survive the termination of this Purchase Agreement and shall survive the Closing for 18 months and shall be subject to the indemnification claims procedures in Section 9.6. (c) After the Closing Date, Seller and Buyer shall provideeach of the parties shall, and shall cause their respective Affiliates to provideto, provide to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts Leases, Contracts, insurance records and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, Assets or the Assumed Liabilities or the Transferred Employees Liabilities, and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Purchase Agreement, the operations or activities relating to the Engenio Business, Business or the Purchased Assets, the Assumed Liabilities or the Transferred Employees Assets and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding proceeding, other than claims or allegations that one party to this Purchase Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Purchase Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-out of pocket costs and expenses, if any, expenses incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b5.1(c) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (cd) Buyer agrees to shall preserve all Business Records, Licenses Licenses, Leases, Contracts and Governmental Permits for at least seven years after the Closing Date. After such seven-year period and at least 90 days prior to the planned destruction of any Business Records, Licenses, Leases, Contracts or Governmental Permits, Buyer shall notify Seller in accordance with writing and shall make available to Seller, upon its corporate policies related to preservation of recordsrequest, such Business Records, Licenses, Leases, Contracts and Governmental Permits. Buyer further agrees that, to the extent Business Records, Licenses Licenses, Leases, Contracts or Governmental Permits are placed in storage, they will be kept indexed in such a manner as to make individual document retrieval possible in a reasonably an expeditious manner. (e) Seller shall use its commercially reasonable efforts to deliver to Buyer a current, accurate survey of the Nebraska Property, and shall provide reasonable assistance to Buyer in order for Buyer to obtain, at Buyer's expense, a current title insurance commitment on the Nebraska Property.

Access and Information. Between the date hereof and the Closing Date: (a) Seller The Company shall, and shall give, or cause its Subsidiaries subsidiaries to, (i) afford to giveAcquiror and its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, the "Acquiror Representatives") access during ordinary business hours and at other reasonable times, upon reasonable prior notice, to Buyer and its Affiliates, and their respective the officers, employees, accountants, counsel agents, properties, offices and other representatives reasonable access during Seller’s or facilities of the applicable Subsidiary’s normal business hours throughout the period prior Company and its subsidiaries and to the Closing books and records thereof and (ii) furnish promptly to all of Seller’s or Acquiror and the applicable Subsidiary’s Acquiror Representatives such information concerning the business, properties, books, contracts, commitments, reports records and personnel of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer Company and its Affiliates in making such investigation and shall cause its counselsubsidiaries (including, accountantswithout limitation, engineersfinancial, consultants operating and other non-employee representatives to data and information) as may be reasonably available requested, from time to any of them for such purposestime, by Acquiror or the Acquiror Representatives. (b) After the Closing Date, Seller and Buyer shall provideAcquiror shall, and shall cause their respective Affiliates its subsidiaries to, (i) afford to providethe Company and its officers, to each other and to their respective officersdirectors, employees, accountants, counsel consultants, legal counsel, agents and other representativesrepresentatives (collectively, the "Company Representatives") access during ordinary business hours, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation)reasonable prior notice, reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Businessofficers, the Purchased Assetsemployees, the Assumed Liabilities or the Transferred Employees 38 33 accountants, agents, properties, offices and shall make their respective personnel reasonably available for interviews, depositions other facilities of Acquiror and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating its subsidiaries and to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees books and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; records thereof and (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party furnish promptly to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting Company and the Company Representatives such information concerning the business, properties, contracts, records and personnel of Acquiror and its subsidiaries (including, without limitation, financial, operating and other data and information) as may be reasonably requested, from time to time, by the Company or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinCompany Representatives. (c) Buyer agrees Notwithstanding the foregoing provisions of this Section 7.02, neither party shall be required to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related grant access or furnish information to preservation of records. Buyer further agrees that, the other party to the extent Business Recordsthat such access or the furnishing of such information is prohibited by Law or contract. No investigation by the parties hereto made heretofore or hereafter shall affect the representations and warranties of the parties that are contained herein and each such representation and warranty shall survive such investigation. (d) Each party to this Agreement shall hold in confidence and not disclose, Licenses except on a "need to know" basis to its respective Acquiror Representatives or Company Representatives, as the case may be, all nonpublic information received from the other party to this Agreement ("Confidential Information") until such time as such Confidential Information is otherwise publicly available and, if this Agreement is terminated, each party will deliver to the other party all documents, work papers and other materials (including copies) obtained by such party or on its behalf from another party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof. The foregoing obligations of confidentiality and nondisclosure shall be effective for a period of two (2) years after such termination; provided that such obligations of the Acquiror Companies shall terminate at the Closing. (e) In the event that a party, or anyone to whom it supplies Confidential Information, receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena or order issued by a Governmental Permits are placed Entity, the party agrees (i) to notify the other party immediately of the existence, terms and circumstances surrounding such request, (ii) to consult with the other party on the advisability of taking legally available steps to resist or narrow such request, and (iii) if disclosure of such Confidential Information is required to prevent a party from being held in storagecontempt or subject to other penalty, they to furnish only such portion of the Confidential Information as the disclosing party is legally compelled to disclose and to exercise its best efforts to obtain an order or other reliable assurance that confidential treatment will be kept in such a manner as accorded to make individual document retrieval possible in a reasonably expeditious manner.the disclosed Confidential Information. 39 34

Access and Information. (a) Seller shall give, or cause its Subsidiaries to give, give to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio Seller Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, assist Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposes. (b) After the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Seller Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Seller Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) Seller Sellers shall, and shall givecause their respective Subsidiaries to, or cause its Subsidiaries to give, give to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s Sellers’ normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s Sellers’ properties, books, contracts, commitments, reports of examination and records directly relating to the Engenio Storage Business, the Transferred Employees, the Purchased Assets and or the Assumed Liabilities Liabilities, except for (i) all or any portions of personnel records that AMCC reasonably believes are precluded by applicable Law from disclosing (provided that the disclosure of any personnel records or portions thereof shall be subject to any limitations that AMCC believes are reasonably required to preserve any Third Party confidentiality obligations) and (ii) medical records. Sellers shall assist Buyer in making such investigation and shall cause their counsel, engineers, consultants, employees and other representatives to be reasonably available to Buyer for such purposes. (b) After the Closing, Sellers, on the one hand, and Buyer, on the other hand, shall provide, and shall cause their respective Subsidiaries to provide, to each other and to their respective officers, employees, counsel and other representatives, upon request (subject to applicable Laws and any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-any Third Party confidentiality obligation). Seller shall assistobligation in which case Sellers and Buyer, and cause its Subsidiaries as the case may be, will use reasonable commercial efforts to assist, Buyer and its Affiliates in making develop an alternative means to provide any such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposes. (b) After the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (information that is subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligationsuch limitations), reasonable access for inspection and copying of all Business RecordsRecords (other than (i) all or any portions of personnel records that AMCC reasonably believes are precluded by applicable Law from disclosing and (ii) medical records), Governmental Permits, Licenses, Contracts and any other information (other than (i) all or any portions of personnel records that AMCC reasonably believes are precluded by applicable Law from disclosing and (ii) medical records) existing as of the Closing Date and relating to the Engenio Storage Business, the Purchased Assets, Assets or the Assumed Liabilities or the Transferred Employees Liabilities, and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Storage Business, the Purchased Assets, Assets or the Assumed Liabilities or the Transferred Employees Liabilities, and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, expenses incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, Subject to the extent restrictions and limitations contained herein and in the Collateral Agreements, including with respect to confidentiality and non-competition, from and after the Closing, each Seller may retain copies of and use any portions of the Business Records, Licenses Records which primarily relate to the Excluded Assets or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious mannerthe Excluded Liabilities.

Access and Information. (a) Seller shall give, or cause its Subsidiaries to give, to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior Prior to the Closing Effective Time, upon reasonable notice and subject to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records Laws relating to the Engenio Businessexchange of information, for the Transferred Employeespurpose of verifying the representations and warranties of Charter and compliance by Charter with their covenants and agreements set forth herein, and preparing for the Purchased Assets Merger and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assistother matters contemplated by this Agreement, and cause its Subsidiaries to assistCharter shall, Buyer and its Affiliates in making such investigation and shall cause its Subsidiaries to, afford to Citizens and Citizens Bank and their representatives (including without limitation their directors, officers, and employees and financial advisors, legal counsel, accountants, engineers, consultants and other non-employee professionals retained by Citizens and Citizens Bank) reasonable access during normal business hours to the books, records, Contracts, properties, assets, personnel, and information technology systems of Charter and its Subsidiaries, as well as such other information relating to Charter or its Subsidiaries as Citizens and Citizens Bank may reasonably request. Prior to the Effective Time, upon reasonable notice and subject to applicable Laws relating to the exchange of information, for the purpose of verifying the representations and warranties of the Citizens Parties and compliance by the Citizens Parties with their covenants and agreements set forth herein, the Citizens Parties shall, and shall cause their Subsidiaries to, afford to Charter and its representatives (including without limitation its directors, officers, and employees and financial advisors, legal counsel, accountants, and other professionals retained by Charter) reasonable access during normal business hours to be such information relating to Citizens or its Subsidiaries as Charter may reasonably available to any of them for such purposesrequest. (b) After From the Closing Datedate of this Agreement until the Effective Time, Seller Charter shall promptly furnish to the Citizens Parties (i) a copy of any report, application, notice, schedule, or other document or instrument filed with or received from any Governmental Entity (other than any such materials which Charter is not permitted to disclose under applicable Law); and Buyer (ii) such other information regarding its and its Subsidiaries’ business, properties, assets, or personnel as the Citizens Parties may reasonably request. Additionally, prior to the Effective Time, Charter shall providedeliver to the Citizens Parties (i) as soon as practicable, but in no event more than 30 days, after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31) its unaudited consolidated balance sheet and the related unaudited consolidated statements of income, comprehensive income, changes in shareholders’ equity, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing cash flows as of the Closing Date end of and relating to for such quarter prepared in accordance with GAAP; and (ii) as soon as practicable, but in no event more than 90 days, after the Engenio Business, end of each fiscal year ending after the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by date of this Agreement, its audited consolidated balance sheet and the operations or activities relating to related audited consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows as of the Engenio Business, end of and for such year (together with the Purchased Assets, notes thereto and accompanied by the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (iaudit reports of Charter’s independent registered public accounting firm) comply prepared in accordance with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinGAAP. (c) Buyer agrees Any investigation by a Party or its representatives pursuant to preserve all Business Recordsthis Section 7.3 shall be conducted in a manner that does not unreasonably interfere with the business operations of the Party being investigated. No investigation by the Parties or their representatives pursuant to this Section 7.3 shall affect or be deemed to modify any of the representations, Licenses warranties, covenants, or agreements of the Parties set forth in this Agreement. Neither Charter or Citizens nor their respective Subsidiaries shall be required to provide access to or to disclose information pursuant to this Section 7.3 where such access or disclosure would violate or prejudice the rights of Charter’s or the Citizens Parties,’ as the case may be, customers, jeopardize the attorney-client privilege of the Party 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, fiduciary duty, or binding Contract entered into prior to the date of this Agreement. The Parties agree to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (d) The Confidentiality Agreement, to the extent the same is not inconsistent with the terms of this Agreement, will remain in full force and Governmental Permits effect following the date of this Agreement, whether or not the Merger occurs, in accordance with its corporate policies related terms, and each of Charter, on the one hand, and the Citizens Parties, on the other hand, shall hold all information furnished by or on behalf of any other Party or any of such other Party’s respective Subsidiaries or representatives pursuant to preservation of records. Buyer further agrees that, this Agreement in confidence to the extent Business Recordsrequired by, Licenses or Governmental Permits are placed and in storageaccordance with, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious mannerthe provisions of the Confidentiality Agreement.

Access and Information. (a) Seller shall, and shall give, or cause its Subsidiaries to giveAffiliates to, give to Buyer and to its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable SubsidiaryAffiliate’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable SubsidiaryAffiliate’s properties, employees, books, lease files, contracts, commitments, reports of examination and records directly relating to the Engenio Business, the Transferred Employees, Business or the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation)Assets. Seller shall assistshall, and shall cause its Subsidiaries to assistAffiliates to, assist Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them Buyer for such purposes. (b) After the Closing Date, Seller and Buyer shall provideshall, and shall cause their respective Affiliates to provideto, provide to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation)request, reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, Business or the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, Business or the Purchased Assets, the Assumed Liabilities or the Transferred Employees Assets and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims Action or allegations allegation in any litigation or arbitration or in any administrative or legal proceeding proceeding, other than claims Actions or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, expenses incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) Seller Upon reasonable prior notice and subject to Applicable Law, the Company shall, and shall givecause the Company Subsidiaries to, or cause its Subsidiaries afford to give, to Buyer Parent and its Affiliatesfinancial advisors, and their respective officerslegal counsel, employeesfinancing sources, accountantsaccountants or other advisors, counsel and other agents or authorized representatives (collectively, “Representatives”) reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout and without undue disruption of the normal business activities of the Company and the Company Subsidiaries, during the period prior to the Closing earlier of the Effective Time and 46 the termination of this Agreement, to all of Seller’s its or the applicable Subsidiary’s their respective books, records, properties, bookspremises and personnel and all of its or their other financial, contracts, commitments, reports of examination operating and records relating to other data and information as Parent may reasonably request; provided that (a) the Engenio Business, the Transferred Employees, the Purchased Assets Company and the Assumed Liabilities Company Subsidiaries shall not be obligated to provide access to (subject to i) any limitations information that are reasonably required to preserve any applicable would result in the loss of attorney-client privilege with respect to such information (provided that the Company shall use commercially reasonable efforts to allow such access or legal disclosure in a manner that does not result in loss or contractual Third-Party confidentiality obligationwaiver of such privilege, including, but not limited to, entering into appropriate common interest or similar agreements on customary terms with Parent). Seller , (ii) any information that would result in a breach of an agreement to which the Company or any of the Company Subsidiaries is a party (provided that the Company shall assistuse reasonable efforts to obtain any required consent or waiver of such counterparty to allow such access or disclose such information, and cause its Subsidiaries failing the receipt of such consent or waiver, shall use commercially reasonable efforts to assistmake appropriate substitute disclosure and/or access arrangements), Buyer and its Affiliates in making such investigation and shall cause its counsel(iii) any information that would violate any Applicable Law, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposes. (b) After no investigation pursuant to this Section 8.1 shall affect any representations or warranties made herein or the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates conditions to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as the obligations of the Closing Date respective parties to consummate the Merger and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning other transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees Agreement and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees the Company and Company Subsidiaries shall not be required to preserve all Business Recordsconduct, Licenses or permit Parent or any of its Representatives to conduct, any environmental investigation or sampling of soil, air, surface water, building material, groundwater or other environmental media relating to any Company Real Property. Each party shall continue to abide by the terms of the confidentiality agreement between CVS Health Corporation and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees thatthe Company, to dated April 21, 2015 (the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner“Confidentiality Agreement”).

Access and Information. (a) Seller From the date hereof, Parent and Merger Sub shall give, be entitled to make or cause its Subsidiaries to give, to Buyer be made such reasonable investigation of the Company and its AffiliatesSubsidiaries, and their respective officersthe financial and legal condition thereof, employees, accountants, counsel as Parent and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are Merger Sub deem reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposes. (b) After the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be advisable during normal business hours and upon advance notice, and the Company shall cooperate with any such investigation (including by granting Parent and its officers, directors, employees, financial sources, advisors, bankers and other representatives reasonable prior notice access to the employees, facilities, books and records of the Company and its Subsidiaries and providing such financial and other data as Parent may reasonably request). Parent and Merger Sub agree to conduct any such inquiries with reasonable discretion and sensitivity to the Company’s relationships with its employees, customers and suppliers. This Section 6.1(a) shall not require the Company or its Subsidiaries to permit any access to or to disclose (i) any information that, in the reasonable judgment of the Company or any of its Subsidiaries, is reasonably likely to violate any applicable Law, fiduciary duty or any Contract to which the Company or its Subsidiaries is a party as of the date hereof or cause any privilege (including attorney-client privilege) that the Company or its Subsidiaries would be entitled to assert to be undermined with respect to such information, (ii) if the Company or any of its Affiliates, on the one hand, and Parent, Merger Sub or any of their respective Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto, (iii) any information that, in the reasonable judgment of the Company or any of its Subsidiaries, would result in the disclosure of any trade secrets of the Company or any of its Subsidiaries or third parties, or (iv) any information that, in the reasonable judgment of the Company or any of its Subsidiaries, is reasonably likely to violate any of its obligations with respect to confidentiality if the Company or such of its Subsidiaries shall have used commercially reasonable efforts to obtain the consent of such third party to such disclosure; provided, that in the case of clause (i) above, the Parties shall use commercially reasonable efforts to find a way to allow disclosure of such information to the extent doing so (A) would not (in the reasonable belief of the Company or such of its Subsidiaries (after consultation with counsel)) be reasonably likely to result in the violation of any such applicable Law or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably be managed (in the reasonable belief of the Company or such of its Subsidiaries (after consultation with counsel)) through the use of customary “clean-room” arrangements pursuant to which non-employee representatives of Parent and Merger Sub could be provided access to such information. (b) All information disclosed to Parent and Merger Sub (or their representatives or affiliates), whether before or after the date hereof, pursuant to this Agreement or in connection with the transactions contemplated by, or the discussions and negotiations preceding, this Agreement shall be kept confidential by such Persons in accordance with the confidentiality agreement dated October 12, 2016, by and between the Company and United Rentals, Inc. (“URI”), as supplemented by that certain letter agreement dated December 13, 2016, by and between the Company and URI (as supplemented, the “Confidentiality Agreement”) and shall not be used by any Person, other than in connection with the transactions contemplated by this Agreement and such information shall be kept confidential by Parent and Merger Sub in accordance with, and Parent and Merger Sub shall otherwise abide by and be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve terms and conditions of, the confidentiality of information contained thereinConfidentiality Agreement. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) Seller shall give, or cause its Subsidiaries Affiliates to give, to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives (including financing sources) reasonable access during Seller’s or the applicable SubsidiaryAffiliate’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable SubsidiaryAffiliate’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio Optoelectronics Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (but excluding those related primarily to the Excluded Assets and Excluded Liabilities and subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation, in which case excerpts or summaries shall be provided). Seller shall assist, and cause its Subsidiaries Affiliates to assist, Buyer and its Affiliates Affiliates, representatives and financing sources in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-non employee representatives to be reasonably available to any of them for such purposes. (b) After the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Optoelectronics Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Optoelectronics Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; (iii) prepare any and all historical or pro forma financial statements related to the Optoelectronics Business for purposes of complying, or preparing to comply, with any rules or regulations of the Securities and Exchange Commission; or (iiiiv) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. Seller will make any access software that is necessary for access to Business Records under this paragraph, available without charge, and shall permit and assist to make electronic copies of any Business Records available electronically, all subject to reasonable security measures. (c) For a period of three (3) years after the Closing Date, Buyer agrees to preserve all shall not destroy or otherwise dispose of any Business Records, Licenses and Governmental Permits that are included in accordance with the Purchased Assets. Thereafter, for a period of four (4) additional years, Buyer shall not destroy or otherwise dispose of any of such materials without first giving TriQuint at least thirty (30) days’ prior written notice of its corporate policies related intention to preservation do so, during which period TriQuint may request that such records be delivered to it at TriQuint’s expense. (d) After the Closing Date and until September 30, 2005, Buyer shall permit Seller reasonably to access, use and occupy the Leased Premises for the purpose of recordsstoring, removing, and disposing of any Excluded Assets that may be located in the Leased Premises on the Closing Date. To facilitate the disposition of the Excluded Assets, Buyer further agrees thatshall also permit Seller to invite into the Leased Premises representatives of potential buyers, to the extent Business Recordsauction companies, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner and other Persons as to make individual document retrieval possible in a reasonably expeditious mannerrequested by Seller.

Access and Information. (a) Seller Upon reasonable prior notice and subject to Applicable Law relating to the exchange of information, the Company shall, and shall givecause the Company Subsidiaries to, or cause its Subsidiaries afford to give, to Buyer Parent and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable Representatives reasonably access during Seller’s or the applicable Subsidiary’s normal business hours throughout and without undue disruption of normal business activity during the period prior to the Closing earlier of the Effective Time and the termination of this Agreement to all of Seller’s or the applicable Subsidiary’s its books, records, properties, books, contracts, commitments, reports of examination and records relating to the Engenio Businesspremises, the Transferred Employees, the Purchased Assets Representatives and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assistCompany shall, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counselRepresentatives to, accountantsmake available to Parent all financial, engineers, consultants operating and other non-employee representatives data and information as Parent may reasonably request; provided that (i) the Company and the Company Subsidiaries shall not be obligated to be reasonably available provide access to (A) any information that, in the reasonable judgment of them for such purposes. (b) After the Closing DateCompany, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable would result in the loss of attorney-client or other privilege with respect to such information (provided that the Company shall use reasonable efforts to allow such access or legal disclosure in a manner that does not result in loss or contractual Third-Party confidentiality obligationwaiver of such privilege, including, but not limited to, entering into appropriate common interest or similar agreements), reasonable access for inspection and copying (B) any information that would result in a breach of all Business Records, Governmental Permits, Licenses, Contracts and an agreement to which the Company or any other information existing as of the Closing Date Company Subsidiaries is a party (provided that the Company shall use reasonable efforts to obtain any required consent or waiver of such counterparty to allow such access or disclose such information, and relating failing the receipt of such consent or waiver, to make appropriate substitute disclosure and/or access arrangements), or (C) any information that, in the reasonable judgment of the Company, would violate any Applicable Law or any request or requirement of any Governmental Entity, or may cause significant harm to the Engenio BusinessCompany or its Subsidiaries if the Merger were not consummated, the Purchased Assets, the Assumed Liabilities (ii) no investigation pursuant to this Section 8.1 shall affect any representations or warranties made herein or the Transferred Employees conditions to the obligations of the respective parties to consummate the Merger and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning the other transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject the Company and the Company Subsidiaries shall not be required to clause conduct, or permit Parent or any of its Representative to conduct, any environmental investigation or sampling of soil, air, surface water, building material, groundwater or other environmental media relating to any Company Real Property, and (iiiv) abovein any event, perform the parties hereto will make appropriate substitute disclosure arrangements to the extent any information cannot be circulated to Parent in accordance with this Section 8.1. Parent agrees that it will not, and will cause its obligations under Representatives not to, use any information obtained pursuant to this AgreementSection 8.1 for any competitive or other purpose unrelated to the consummation of the Merger. The party requesting such information Without limiting the generality of the foregoing, Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof. Except as otherwise expressly permitted or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) Agreement, each party shall be during normal business hours continue to abide by the terms of the Mutual Nondisclosure Agreement between Parent and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve Company, dated June 25, 2015 (the confidentiality of information contained therein“Confidentiality Agreement”). (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) Seller Prior to the Effective Time, Company shall, and shall give, or cause its Subsidiaries to giveto, to Buyer upon reasonable notice, afford Parent and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee authorized representatives full and complete access, during normal business hours, to the employees, properties, books and records of Company and its Subsidiaries so that they may have the opportunity to make such investigations of the business and affairs of Company and its Subsidiaries as they shall desire. Company shall, and shall cause its Subsidiaries to, use reasonable efforts to afford Parent and its authorized Representatives similar access to the customers and clients of Company and its Subsidiaries. Any such investigations shall not affect the representations and warranties made by Company in this Agreement. Prior to their filing, Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, schedule, form, statement and other document that will be reasonably available to filed by it or any of them for its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The Nasdaq Stock Market or the PBCL. Company shall cause its officers and employees, and the officers and employees of its Subsidiaries, in a manner consistent with the fulfillment of their ongoing duties and obligations, to furnish such purposesadditional financial and operating data and other information and respond to such inquiries as Parent, or its representatives, from time to time reasonably requests. (b) After Prior to the Closing DateEffective Time, Seller Company shall promptly provide Parent with copies of all monthly and Buyer shall provide, other interim financial statements of Company and/or any of its Subsidiaries as the same become available and shall cause their respective Affiliates one or more of its designated representatives to provideconfer on a regular and frequent basis with representatives of Parent. Company shall provide Parent with prompt written notice of any material change in the business or affairs of Company or any of its Subsidiaries and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) by Governmental Entities, or the institution or, to each other and to their respective officersits knowledge, employees, accountants, counsel and other representatives, upon request the threat of material litigation (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of including all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and litigation relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreementhereby), the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting Company shall keep Parent fully informed of such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinevents. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) Upon reasonable advance notice, Seller shall, and shall give, or cause its Subsidiaries Affiliates to, give to giveParent, to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access (including for the purpose of inspection and copying) during Seller’s 's or the applicable Subsidiary’s Affiliate's normal business hours throughout the period prior to the Closing to the Real Property, Purchased Assets, Business Records and Business Employees and to all of Seller’s 's or the applicable Subsidiary’s Affiliate's properties, books, contracts, commitments, reports of examination and records (excluding confidential portions of personnel and medical records) directly relating to the Engenio Business, the Transferred Employees, the Purchased Assets and or the Assumed Liabilities (but excluding the Excluded Assets and Excluded Liabilities and subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation)) for the purpose of allowing Parent and Buyer to (i) observe Seller's year end audit, including an audit of the physical Inventory, (ii) conduct appraisals of the Purchased Assets and (iii) conduct environmental due diligence. Seller shall assistshall, and shall cause its Subsidiaries to assistAffiliates to, Buyer assist Parent and its Affiliates Buyer, at Parent's and Buyer's expense, in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them Parent and Buyer for such purposes. In conducting any inspections, sampling, investigations or tests of the Transferred Premises or Leased Premises or in installing any temporary monitoring wells or equipment thereon, Parent, Buyer and their agents an▇ ▇▇presentatives shall: (i) not interfere in any material respect with the operation and maintenance of the Transferred Premises and Leased Premises; (ii) not damage in any material respect any part of the Transferred Premises and Leased Premises or any personal property owned or held by any Third Party; (iii) comply with all applicable Laws; (iv) promptly pay when due all of its costs of all tests, investigations, and examinations performed by or on behalf of Parent and Buyer with regard to the Transferred Premises and Leased Premises; (vi) not permit any Encumbrances to attach to the Transferred Premises or Leased Premises by reason of the exercise of its rights hereunder; (vii) repair any damage to the Transferred Premises and Leased Premises resulting directly or indirectly from any such inspection or tests; (viii) carry insurance reasonably requested by Seller, name Seller as an additional insured thereunder, and provide Seller with copies of such insurance; (ix) not reveal or disclose prior to Closing any information obtained concerning the Transferred Premises and Leased Premises to any Third Parties, except as reasonably necessary to effectuate the Closing or except as may be otherwise required by applicable Law; and (x) not take subsurface soil or groundwater samples in the vicinity of the Designated Remedial Action without Seller's consent (which consent shall not be unreasonably withheld or delayed). (b) Each of Parent and Buyer indemnifies and holds Seller harmless from and against any and all Encumbrances, claims, causes of action, damages, Liabilities and expenses (including reasonable attorneys' fees) arising out of Parent's and Buyer's negligent inspections, sampling, investigations or tests, or Parent's and Buyer's negligent installation of any temporary monitoring wells or equipment permitted under this Purchase Agreement; pr▇▇▇▇▇d, however, the indemnity in this Section 5.1(b) shall not extend to protect Seller from any Encumbrances, claims, causes of action, damages, Liabilities and expenses (including reasonable attorneys' fees) arising out of discovery by Parent or Buyer of any Hazardous Substance or contamination. Parent's and Buyer's obligations under this Section 5.1(b) shall survive the termination of this Purchase Agreement and shall survive the Closing for 18 months and shall be subject to the indemnification claims procedures in Section 9.6. (c) After the Closing Date, Seller and Buyer shall provideeach of the parties shall, and shall cause their respective Affiliates to provideto, provide to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts Leases, Contracts, insurance records and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, Assets or the Assumed Liabilities or the Transferred Employees Liabilities, and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Purchase Agreement, the operations or activities relating to the Engenio Business, Business or the Purchased Assets, the Assumed Liabilities or the Transferred Employees Assets and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding proceeding, other than claims or allegations that one party to this Purchase Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Purchase Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-out of pocket costs and expenses, if any, expenses incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b5.1(c) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (cd) Buyer agrees to shall preserve all Business Records, Licenses Licenses, Leases, Contracts and Governmental Permits for at least seven years after the Closing Date. After such seven-year period and at least 90 days prior to the planned destruction of any Business Records, Licenses, Leases, Contracts or Governmental Permits, Buyer shall notify Seller in accordance with writing and shall make available to Seller, upon its corporate policies related to preservation of recordsrequest, such Business Records, Licenses, Leases, Contracts and Governmental Permits. Buyer further agrees that, to the extent Business Records, Licenses Licenses, Leases, Contracts or Governmental Permits are placed in storage, they will be kept indexed in such a manner as to make individual document retrieval possible in a reasonably an expeditious manner. (e) Seller shall use its commercially reasonable efforts to deliver to Buyer a current, accurate survey of the Nebraska Property, and shall provide reasonable assistance to Buyer in order for Buyer to obtain, at Buyer's expense, a current title insurance commitment on the Nebraska Property.

Access and Information. (a) Seller shall give, or cause its Subsidiaries to give, will give to Buyer and to its Affiliates, and their respective officers, employees, accountants, counsel counsel, environmental consultants, and other representatives reasonable access during Seller’s or the applicable Subsidiary’s 's normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s 's properties, books, contracts, commitments, reports of examination and records (excluding confidential portions of personnel records) directly relating to the Engenio Business, the Transferred Employees, Business or the Purchased Assets (but excluding the Excluded Assets and the Assumed Excluded Liabilities (and subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, assist Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them Buyer for such purposes; IT BEING UNDERSTOOD that Buyer shall reimburse promptly for reasonable and necessary out of pocket expenses incurred by Seller in complying with any such request by or on behalf of Buyer. In accordance with and subject to the foregoing, Seller shall permit environmental consultants retained by Buyer to conduct environmental studies (including intrusive environmental investigations) of the Premises. (b) After the Initial Closing Date, Seller and Buyer shall will provide, and shall will cause their respective controlled Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Initial Closing Date and relating to the Engenio Business, Business or the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall will make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreementtransactions, the operations or activities relating to the Engenio Business, Business or the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Bodyforeign, local, state or federal court, agency or regulatory body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, expenses incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable not less than two (2) Business Days' prior notice written request unless required sooner under applicable law and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits relating to the period ending on or before the Initial Closing Date and to the extent transferred to Buyer for at least seven (7) years after the Initial Closing Date. After this seven-year period and at least ninety (90) days prior to the planned destruction of any such Business Records, Licenses or Governmental Permits, Buyer shall notify Seller in accordance with writing and shall make available to Seller, upon its corporate policies related to preservation of recordsrequest, such Business Records, Licenses and Governmental Permits. Buyer further agrees that, to the extent such Business Records, Licenses or Governmental Permits are placed in storage, they will be kept indexed in such a manner as to make individual document retrieval possible in as expeditious a manner as is reasonably expeditious mannerpracticable under the circumstances. (d) After the Initial Closing Date, Buyer will provide, and will cause its Affiliates to provide, to Seller and its officers, employees, agents, advisors, consultants, contractors/subcontractors and other representatives, as well as any representatives of any Governmental Body as Seller deems reasonably required, upon Seller's request, commercially reasonable access to the Denver Premise and the Little Rock Premise, at such times and in such a manner as reasonably required to effectuate the provisions of Section 5.9 (such access to be provided both during normal business hours and at such other times as may be reasonably necessary), including, without limitation, performing studies, investigations, remediation, monitoring activities or any government-required activities in furtherance of the provisions of Section 5.9; provided that Seller will use reasonable commercial efforts to ensure that such access minimizes any disruption to or adverse effect on activities on and around such Premises. Notwithstanding the foregoing, with respect to the Little Rock Premise only, if pursuant to the previous sentence, Seller's request for access to the Little Rock Premise will cause Seller to enter into any portion of the Little Rock Premise covered by the Little Rock Leases, Buyer's obligations under this Section 5.9 with respect to the areas covered by the Little Rock Leases shall be limited to using commercially reasonable efforts to enforce Buyer's "right of entry" under the relevant Little Rock Lease. Seller will (a) cause all information derived from or in connection with such activities to be subject to reasonable confidentiality limitations in favor of Buyer and, if appropriate, others whom Buyer designates, and (b) provide indemnification protection for Buyer and its Affiliates that is reasonable under the circumstances.

Access and Information. (ai) Seller Crompton shall, and shall give, or cause its Subsidiaries Affiliates to, give to give, GE and to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel (subject to the restrictions of attorney-client privilege) and other representatives reasonable access access, during Seller’s Crompton's or the applicable Subsidiary’s Affiliate's normal business hours throughout the period prior to the Closing Closing, to all of Seller’s Crompton's or the applicable Subsidiary’s propertiesAffiliate's properties (real or personal), books, contracts, commitments, reports of examination and records (excluding confidential portions of personnel and medical records) primarily (or if not primarily, to the extent) relating to the Engenio Business, OSi Business or the Transferred Employees, OSi Assets (but excluding the Purchased Excluded OSi Assets and the Assumed Excluded Crompton Liabilities (and subject to any limitations under applicable Law or that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assistCrompton shall, and shall cause its Subsidiaries to assistAffiliates to, Buyer and its Affiliates assist GE in making such investigation and shall use its commercially reasonable efforts to cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them to, and cooperate fully with, GE for such purposes. No investigation by GE or its representatives or advisers prior to or after the date of this Agreement (nor any information obtained by GE pursuant to this Section 5.1) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Collateral Agreement. Without limiting the generality of the foregoing, Crompton agrees that from and after the date of this Agreement and until the Closing Date, it will keep GE reasonably informed contemporaneously of any significant issues or developments relating to human resources at the various OSi Business plants and facilities (collectively, the "OSI FACILITIES"), and will permit GE (A) to conduct, utilizing the services of any legal or consulting groups, a reasonable "management audit" of the human resources environment at the OSi Facilities (subject to the protection of attorney-client privilege) and (B) to reasonably conduct introduction and orientation programs for OSi Business Employees at the OSi Facilities after reasonable consultation with Crompton as to the substantive content of such programs. Any activities that GE undertakes pursuant to clauses (A) and (B) of the preceding sentence shall be at GE's expense. Crompton will reasonably cooperate with any activities GE undertakes with respect to the OSi Facilities pursuant to this Section 5.1(a)(i), including by providing GE with reasonable access to OSi Business Employees and any other employees at the OSi Facilities during working time and on the premises of the OSi Facilities. (ii) GE shall, and shall cause its Affiliates to, give to Crompton and to its officers, employees, accountants, counsel (subject to the restrictions of attorney-client privilege) and other representatives reasonable access, during GE's or the applicable Affiliate's normal business hours throughout the period prior to the Closing, to all of GE's or the applicable Affiliate's properties (real or personal), books, contracts, commitments, reports of examination and records (excluding confidential portions of personnel and medical records) primarily (or if not primarily, to the extent) relating to the SC Business or the Transferred SC Assets (but excluding the Excluded SC Assets and Excluded GE Liabilities and subject to any limitations under applicable Law or that are reasonably required to preserve any applicable attorney-client privilege or Third-Party confidentiality obligation). GE shall, and shall cause its Affiliates to, assist Crompton in making such investigation and shall use its commercially reasonable efforts to cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to, and cooperate fully with, Crompton for such purposes. No investigation by Crompton or its representatives or advisers prior to or after the date of this Agreement (nor any information obtained by Crompton pursuant to this Section 5.1) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Collateral Agreement. Without limiting the generality of the foregoing, GE agrees that from and after the date of this Agreement and until the Closing Date, it will keep Crompton reasonably informed contemporaneously of any significant issues or developments relating to human resources at the various SC Business plants and facilities (collectively, the "SC FACILITIES"), and will permit Crompton (A) to conduct, utilizing the services of any legal or consulting groups, a reasonable "management audit" of the human resources environment at the SC Facilities (subject to the protection of attorney-client privilege) and (B) to reasonably conduct introduction and orientation programs for SC Business Employees at the SC Facilities after reasonable consultation with GE as to the substantive content of such programs. Any activities that Crompton undertakes pursuant to clauses (A) and (B) of the preceding sentence shall be at Crompton's expense. GE will reasonably cooperate with any activities Crompton undertakes with respect to the SC Facilities pursuant to this Section 5.1(a)(ii), including by providing Crompton with reasonable access to SC Business Employees and any other employees at the SC Facilities during working time and on the premises of the SC Facilities. (b) After the Closing Date, Seller Crompton and Buyer shall provideGE shall, and shall cause their respective Affiliates to provideto, provide to each other and to their respective officers, employees, accountants, counsel and other representatives, upon reasonable request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all OSi Business Records or SC Business Records, OSi Governmental Permits or SC Governmental Permits, OSi Licenses or SC Licenses, OSi Contracts or SC Contracts and any other information existing as of the Closing Date and primarily (or, if not primarily, to the extent) relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities OSi Business or SC Business or the Transferred Employees OSi Assets or Transferred SC Assets, and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities primarily (or, if not primarily, to the extent) relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities OSi Business or SC Business or the Transferred Employees OSi Assets or Transferred SC Assets and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims Claims or allegations in any litigation or arbitration or in any administrative or legal proceeding proceeding, other than claims Claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, expenses incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees PRE-CLOSING ENVIRONMENTAL DUE DILIGENCE (i) PHASE II ENVIRONMENTAL SITE ASSESSMENTS. GE and Crompton shall have the right to preserve all Business Recordsconduct Phase II Environmental Site Assessments ("ESAS") at the OSi Premises and the SC Premises, Licenses respectively, and Governmental Permits in accordance with its corporate policies related shall use commercially reasonable efforts to preservation of records. Buyer further agrees that, complete and exchange such Phase II ESAs prior to the extent Business RecordsClosing. Moreover, Licenses either party may elect to share some or Governmental Permits are placed all of the Phase II ESA results with an Environmental Agency regardless of which party caused the Phase II ESA to be prepared, PROVIDED that (A) such an election is made and communicated in storage, they will writing to the other party within 30 days following the delivery of the Phase II ESA to the other party; (B) the other party is permitted the option of presenting Phase II ESA results to the Environmental Agency; and (C) the transaction contemplated by this Agreement closes. It is further agreed that the other party may be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious mannerpresent at any meeting at which the disclosure is made and be copied on any written communications between the other party and the Environmental Agency regarding the disclosure.

Access and Information. Upon reasonable prior notice and subject to Applicable Law, the Company shall, shall cause the Company Subsidiaries to, and shall use reasonable best efforts to cause any JV Entities to (ax) Seller shall give, or cause its Subsidiaries afford to give, to Buyer Parent and its Affiliates, Affiliates and its and their respective directors, officers, employees, accountantsfinancial advisors, counsel and legal counsel, financing sources, accountants or other advisors, agents or authorized representatives (collectively, “Representatives”) reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout and without undue disruption of the normal business activities of the Company, the Company Subsidiaries and the JV Entities, during the period prior to the Closing earlier of the Effective Time and the termination of this Agreement, to all of Seller’s its or the applicable Subsidiary’s their respective books, records, properties, bookspremises and personnel and all of its or their other financial, contractsoperating and other data and information as Parent may reasonably request and (y) furnish as promptly as reasonably practicable such information concerning the business, commitmentsproperties, reports Contracts, Taxes, assets and liabilities of examination the Company and records relating to the Engenio BusinessCompany Subsidiaries as Parent may reasonably request; provided, that (a) the Company, the Transferred Employees, the Purchased Assets Company Subsidiaries and the Assumed Liabilities JV Entities shall not be obligated to provide access to (subject i) any competitively sensitive information (provided, that the Company and the Company Subsidiaries shall use reasonable best efforts to redact or withhold only as much information as necessary to permit the sharing with Parent of otherwise competitively sensitive information and or provide such information to a “clean team” for review), (ii) any limitations information that are reasonably required to preserve any applicable would result in the loss of attorney-client privilege with respect to such information (provided, that the Company shall use reasonable best efforts to allow for such access or legal disclosure in a manner that does not result in a loss of attorney-client privilege), (iii) any information, properties or contractual Third-Party confidentiality obligationpremises that would result in a breach of an agreement to which the Company or any of the Company Subsidiaries is a party, including any lease provisions (provided that the Company shall use reasonable best efforts to secure the consents of any necessary third parties to be able to share such information with Parent). Seller shall assist, (iv) any information that would violate any Applicable Law or (v) any information that is reasonably pertinent to any litigation in which the Company or any Company Subsidiary, on the one hand, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to Parent or any of them for such purposes. its Affiliates, on the other hand, are adverse parties, (b) After no investigation pursuant to this Section 8.1 shall affect or be deemed to modify any representations or warranties made herein or the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates conditions to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as the obligations of the Closing Date respective parties to consummate the Merger and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning other transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees Agreement and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees the Company and Company Subsidiaries shall not be required to preserve conduct, or permit Parent or any of its Representatives to conduct, any invasive environmental investigation or sampling of soil, air, surface water, building material, groundwater or other environmental media at or relating to any Company Real Property. Without limiting the generality of the foregoing, Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business RecordsDays’ prior written notice thereof, Licenses setting forth the inspection or materials that Parent or its Representatives intend to conduct or review, as applicable. Each party shall continue to abide by the terms of the confidentiality agreement between Apollo Management VIII, L.P. and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees thatthe Company, to dated October 3, 2017, as amended on May 10, 2018 (the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner“Confidentiality Agreement”).

Access and Information. (a) From and after the date of this Agreement and until the Closing Date, Seller shall give, or and cause its Subsidiaries to give, to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives representatives, reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or and the applicable Subsidiary’s properties, books, contractsContracts, commitments, reports of examination and records relating to the Engenio µWave Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual ThirdThird Party confidentiality obligation; provided, however, that in the event that access is limited or restricted pursuant to this parenthetical, Seller and its Subsidiaries shall use reasonable commercial efforts to make alternative accommodations to afford access in a manner that does not jeopardize any attorney-client privilege or legal or contractual Third Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates Affiliates, and their respective officers, employees, accountants, counsel and other representatives, in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposes. (b) After From and after the Closing Date, Seller and Buyer and their respective Subsidiaries shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual ThirdThird Party confidentiality obligation; provided, however, that in the event that access is limited or restricted pursuant to this parenthetical, Seller and Buyer and their respective Subsidiaries shall use reasonable commercial efforts to make alternative accommodations to afford access in a manner that does not jeopardize any attorney-client privilege or legal or contractual Third Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental PermitsTransferred Contracts, Transferred In-Licenses, Contracts Transferred Out-Licenses, and Transferred Governmental Permits and any other information existing as of the Closing Date and relating to the Engenio µWave Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio µWave Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party Party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body, including assisting and cooperating with Buyer in the preparation of historical or pro forma financial statements related to the µWave Business for purposes of complying, or preparing to comply, with any rules or regulations of the Securities and Exchange Commission, including, but not limited to, any such required historical depreciation and amortization expenses with respect to the µWave Business; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party Party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party Party requesting such information or assistance shall reimburse the other party Party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party Party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party Party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees to preserve all Business Records, Licenses Transferred Contracts, Transferred In-Licenses, Transferred Out-Licenses, and Transferred Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Transferred Contracts, Transferred In-Licenses, Transferred Out-Licenses, and Transferred Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) Seller During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 or the Closing (the “Interim Period”), subject to Section 7.14, BGHL shall give, or cause its Subsidiaries to give, to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counselRepresentatives to give, accountantsPerception, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposes. (b) After the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), at reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be times during normal business hours and upon reasonable prior notice intervals and shall be notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies, as Perception may reasonably request regarding the Target Companies and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such reasonable limitations as the party having custody or control thereof may impose accountants, if any)) and cause each of BGHL’s Representatives to preserve the confidentiality of information contained therein. (c) Buyer agrees to preserve all Business Recordsreasonably cooperate with Perception in its investigation; provided, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees thathowever, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept that Perception shall conduct any such activities in such a manner as not to make individual unreasonably interfere with the business or operations of the Target Companies. No information or knowledge obtained by Perception in any investigation conducted pursuant to the access contemplated by this Section 7.1 shall affect or be deemed to modify any representation or warranty of BGHL set forth in this Agreement or otherwise impair the rights and remedies available to Perception. (b) During the Interim Period, subject to Section 7.14, Perception shall give, and shall cause its Representatives to give, BGHL and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Perception, as BGHL or its Representatives may reasonably request regarding Perception and its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document retrieval possible filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) and cause each of Perception’s Representatives to reasonably cooperate with BGHL and its Representatives in their investigation; provided, however, that BGHL and its Representatives shall conduct any such activities in such a reasonably expeditious mannermanner as not to unreasonably interfere with the business or operations of Perception. No information or knowledge obtained by BGHL in any investigation conducted pursuant to the access contemplated by this Section 7.1 shall affect or be deemed to modify any representation or warranty of Perception set forth in this Agreement or otherwise impair the rights and remedies available to BGHL.

Access and Information. (a) Seller Upon reasonable prior notice and subject to Applicable Law, the Company shall, and shall givecause the Company Subsidiaries to, or cause its Subsidiaries afford to give, to Buyer Parent and its AffiliatesAffiliates (and to the respective equityholders, and their respective managers, directors, officers, employees, accountantsfinancial advisors, counsel legal counsel, financing sources, accountants or other advisors, agents or authorized representatives (collectively, “Representatives”) of Parent and other representatives its Affiliates) reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout and without undue disruption of the normal business activities of the Company and the Company Subsidiaries, during the period prior to the Closing earlier of the Effective Time and the termination of this Agreement, to all of Seller’s its or the applicable Subsidiary’s their respective books, records, properties, bookspremises and personnel and all of its or their other financial, contracts, commitments, reports of examination operating and records relating to other data and information as Parent may reasonably request; provided that (a) the Engenio Business, the Transferred Employees, the Purchased Assets Company and the Assumed Liabilities Company Subsidiaries shall not be obligated to provide access to (subject to i) any limitations information that are reasonably required to preserve any applicable would result in the loss of attorney-client privilege with respect to such information, (ii) any information, properties or legal premises that would result in a breach of a Contract to which the Company or contractual Third-Party confidentiality obligationany of the Company Subsidiaries is a party, including any lease provisions or (iii) any information that would violate any Applicable Law, except that, in each case of the foregoing clauses (i). Seller , (ii) and (iii), the Company shall assistuse commercially reasonable efforts to enter into a joint defense Contract or other arrangement that would reasonably allow the Company to provide any such information or access to Parent, and cause its Subsidiaries to assist, Buyer Affiliates and its Affiliates in making such investigation and shall cause its counseltheir respective Representatives, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposes. (b) After no investigation pursuant to this Section 8.1 shall affect or be deemed to modify any representations or warranties made herein or the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates conditions to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as the obligations of the Closing Date respective parties to consummate the Merger and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning other transactions contemplated by this AgreementAgreement and (c) the Company and Company Subsidiaries shall not be required to conduct, the operations or activities permit Parent or any of its Representatives to conduct, any environmental investigation or sampling of soil, air, surface water, building material, groundwater or other environmental media at or relating to any Company Real Property. Without limiting the Engenio Businessgenerality of the foregoing, Parent shall schedule and coordinate all inspections with the Purchased Assets, Company and shall give the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon Company reasonable prior notice and thereof. Each party shall be subject continue to such reasonable limitations as abide by the party having custody or control thereof may impose to preserve terms of the confidentiality of information contained thereinagreement between Energy Capital Partners III, LLC and the Company, dated April 10, 2017 (the “Confidentiality Agreement”). (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) Seller From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, subject to compliance with applicable Laws, upon reasonable notice, Company shall, and shall give, or cause its Subsidiaries to, afford Acquiror and its officers, directors, employees, consultants, representatives and other agents, including investment bankers, attorneys, accountants and other advisors and consultants (collectively, “Representatives”), reasonable access, during normal business hours prior to givethe Effective Time, to Buyer and its Affiliates, and their respective the officers, employees, accountantsproperties, counsel books and records of Company and its Subsidiaries so that they may have the opportunity to make such investigations of the business and affairs of Company and its Subsidiaries as they reasonably desire; provided that no intrusive environmental investigation shall be performed without the Company’s prior written consent. Company and its Subsidiaries shall cause their officers and employees, in a manner consistent with the fulfillment of their ongoing duties and obligations, to furnish such additional financial and operating data and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assistinformation, and cause its Subsidiaries respond to assistsuch inquiries, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives as Acquiror reasonably requests from time to be reasonably available to any of them for such purposestime. (b) After Company shall provide Acquiror with prompt written notice of any material change in its business or affairs or in the Closing Datebusiness or affairs of any of its Subsidiaries and of any material complaints, Seller and Buyer shall provideinvestigations or hearings (or communications indicating that the same may be contemplated) by Governmental Entities, or the institution or, to its knowledge, the threat of material litigation (including all litigation relating to the transactions contemplated hereby), and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying keep Acquiror fully informed of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinevents. (c) Buyer agrees Notwithstanding the foregoing, neither Company nor any of its Subsidiaries shall be required to preserve all Business Recordsprovide access to or to disclose (i) information that it, Licenses acting reasonably, believes (after receiving the advice of outside counsel), if provided, would adversely affect its ability (or the ability of any of Subsidiaries) to assert attorney-client or attorney work product privilege or a similar privilege and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees (ii) information that, in the reasonable opinion of its legal counsel, would result in a violation of any applicable Law or Order; provided that Company shall use all reasonable best efforts to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in develop an alternative to providing such a manner information so as to make individual document retrieval possible address such matters that is reasonably acceptable to Acquiror and Company. (d) No investigation made by Acquiror and its Representatives shall affect the representations and warranties of Company in a reasonably expeditious mannerthis Agreement.

Access and Information. (a) Seller The Sellers shall givepermit, and shall cause the other Exodus Subsidiaries to permit, Parent, the Buyer and their representatives after the date of execution of this Agreement to have reasonable access, during regular business hours and upon reasonable advance notice, to the properties, officers and employees of Exodus and the Exodus Subsidiaries (and the Sellers shall use their commercially reasonable efforts to cause the Sellers' outside independent accountants to be available to Parent and the Buyer on the same basis), and shall furnish, or cause its Subsidiaries to givebe furnished, to Parent and the Buyer any financial and its Affiliatesoperating data, tax information, books and their respective officersrecords, employees, accountants, counsel contracts and documents and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior information that is available with respect to the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio BusinessExodus, the Transferred Employees, Exodus Subsidiaries and the Purchased Assets as Parent and the Assumed Liabilities Buyer shall from time to time reasonably request (subject including any work papers of the Sellers' accountants); provided, that the foregoing shall not require the Sellers to permit any limitations inspection, or to disclose any information, that are reasonably required in its reasonable judgment would result in the disclosure of any trade secrets of third parties or violate the Sellers' or the SPEs' obligations with respect to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposesconfidentiality. (b) After the Closing Date, Seller and Buyer Exodus shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying provide Parent with copies of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with all reports, appraisals, statements and other documents and information provided to the lenders or any reporting, filing or other requirements imposed by agent therefor under the DIP Financing (including any Governmental Body; reports on working capital) on the same date such materials are delivered to such Persons and (ii) assert copies of any filing, statement, document or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse material Exodus or any of its Subsidiaries files with, submits, presents to, or otherwise makes available to the Bankruptcy Court, the Office of the United States Trustee or any official committee appointed in the Bankruptcy Cases on the same date such filing, statement, document or other party for all reasonable and necessary out-of-pocket costs and expensesinformation or material is so made, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody presented or control thereof may impose to preserve the confidentiality of information contained thereinsubmitted. (c) Exodus shall provide Parent with bi-weekly reports regarding (i) customer churn by data center, (ii) cashflow, (iii) new bookings, (iv) credit issuance and (v) employee turnover. Exodus shall promptly, and in no event more than five (5) Business Days following the occurrence thereof, notify Parent of any Material Adverse Effect with respect to the Purchased Assets, which notice shall include a detailed description of such Material Adverse Effect. (d) The Sellers shall use their commercially reasonable efforts to help Parent and the Buyer agrees identify, with respect to preserve each Scheduled Financing Lease and each Scheduled Operating Lease, the locations of all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees thatequipment subject thereto and, to the extent Business Recordsapplicable, Licenses the customers associated with each such piece of equipment. (e) All information provided or Governmental Permits are placed obtained pursuant to clauses (a) and (b) above shall be held by the Buyer in storageaccordance with and subject to the terms of the Confidentiality Agreement, they will be kept dated September 21, 2001 (the "Confidentiality Agreement"), between Parent and Exodus, all of the terms of which (other than the fifth and sixth paragraphs thereof) shall remain in such a manner as to make individual document retrieval possible in a reasonably expeditious mannerfull force and effect notwithstanding the execution and delivery of this Agreement or the termination hereof.

Access and Information. (a) From the date hereof until the Closing, subject to any applicable Laws, Seller shall, and shall givecause the Company and the Subsidiary to, furnish or cause its Subsidiaries to givebe furnished to Acquiror, to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal regular business hours throughout the period prior and upon reasonable advance notice, such information that is available with respect to the Closing Company and the Subsidiary and the Business as Acquiror from time to all time reasonably requests; provided that in no event shall Acquiror have access to any information that (x) based on advice of Seller’s counsel, would violate applicable Laws, including Antitrust Laws, or would destroy any legal privilege, or (y) in Seller’s reasonable judgment, would (A) result in the applicable Subsidiary’s properties, books, contracts, commitments, reports disclosure of examination and records relating to any trade secrets or proprietary or confidential information of third parties or (B) violate any obligation of the Engenio BusinessCompany, the Transferred EmployeesSubsidiary or any Affiliate of any of the foregoing with respect to confidentiality; provided that in each case Seller, the Purchased Assets Company and the Assumed Liabilities (subject Subsidiary shall have used commercially reasonable efforts to any limitations that are reasonably required permit the disclosure of such information. All information received pursuant to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller this Section 5.1(a) shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any governed by the terms of them for such purposesthe Confidentiality Agreement. (b) After For a period of seven (7) years after the Closing Date, Acquiror shall retain all Books and Records in existence on the Closing Date, and to the extent permitted by Law and confidentiality obligations, grant to Seller and its Representatives during regular business hours and subject to reasonable rules and regulations, the right, subject to Seller reimbursing Acquiror, the Company, the Subsidiary and any of their Affiliates for all out-of-pocket reasonable expenses incurred by them to comply with any such request at the expense of Seller, (i) to inspect and copy the Books and Records to the extent they relate to periods prior to the Closing Date and (ii) to have personnel of Acquiror and its Affiliates made available to them or to otherwise cooperate to the extent reasonably necessary, including in connection with (A) preparing and filing Tax Returns or any Tax inquiry, audit, investigation or dispute, or (B) any litigation or investigation. During the period from the date of this Agreement until the date that is seven (7) years from the date of this Agreement, no Books and Records relating to periods prior to the Closing Date shall be destroyed by Acquiror without first advising Seller in writing and giving Seller a reasonable opportunity to inspect and copy such Books and Records in accordance with this Section 5.1(b). (c) For a period of seven (7) years after the Closing Date, Seller shall retain all of its books and Buyer shall providerecords that relate to the Company and the Subsidiary which are in existence on the Closing Date, and shall cause their respective Affiliates to provide, to each other the extent permitted by Law and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information obligations existing as of the Closing Date Date, grant to Acquiror and relating its Representatives during regular business hours and subject to the Engenio Businessreasonable rules and regulations, the Purchased Assetsright, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform Acquiror reimbursing Seller and any of its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party Affiliates for all reasonable and necessary out-of-pocket costs and expenses, if any, reasonable expenses incurred by them to comply with any such party in providing request at the expense of Acquiror, (i) to inspect and copy such information and in rendering such assistance. The access to files, books and records contemplated by to the extent they relate to the Company and the Subsidiary and (ii) to have personnel of Seller and its Affiliates made available to them or to otherwise cooperate to the extent reasonably necessary, including in connection with (A) preparing and filing Tax Returns or any Tax inquiry, audit, investigation or dispute, or (B) any litigation or investigation. During the period from the date of this Section 5.1(bAgreement until the date that is seven (7) years from the date of this Agreement, no books and records that relate to the Company and the Subsidiary which are in existence on the Closing Date shall be during normal business hours destroyed by Seller without first advising Acquiror in writing and upon giving Acquiror a reasonable prior notice opportunity to inspect and shall be subject to copy such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees to preserve all Business Records, Licenses books and Governmental Permits records in accordance with its corporate policies related this Section 5.1(c). For the avoidance of doubt, nothing in this Section 5.1(c) requires Seller to preservation of records. Buyer further agrees that, grant access to the extent Tax Returns of Seller or Seller’s Affiliates, except such portions of such Tax Returns for taxable periods (or portions thereof) ending on or before the Closing Date as relate to the Company, the Subsidiary and the Business Recordsand as necessary for Acquiror to prepare and file any Tax Return or any Tax inquiry, Licenses audit, investigation or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious mannerdispute.

Access and Information. (a) During the Interim Period, provided that Purchaser is not in breach of this Agreement, Seller shall give(and shall cause the Acquired Companies to) afford Purchaser and its representatives reasonable access during normal business hours to all Locations, Books and Records, and Tax Returns with respect to the Acquired Companies and the Locations (and all other information with respect to the Acquired Companies and the Locations required to be provided or made available hereunder), together with the opportunity, at the sole cost and expense of Purchaser, to make copies thereof and to discuss the Business at the Locations with such employees and agents of Seller and the Acquired Companies as Purchaser may reasonably request for the purposes of familiarizing itself with the Locations and the Acquired Companies and otherwise conducting its due diligence activities; provided, however, that (i) Seller shall be entitled to have its representatives present for any communication with or access to the Books and Records, the employees and Seller’s and the Acquired Companies’ assets and properties, (ii) Purchaser shall, and shall cause its Subsidiaries to giveAffiliates and representatives to, to Buyer observe and fully comply with all health, safety and security rules, regulations, requirements and instructions of Seller and its Affiliates, as applicable, including any limitations on access or related activities that Seller reasonably determines, in light of the COVID-19 Pandemic or any Pandemic Response, would jeopardize the health and their respective officerssafety of Person, employees(iii) neither Purchaser nor any of its Affiliates or representatives shall conduct any on-site environmental site assessment, accountants, counsel and other representatives reasonable access during compliance evaluation or investigation with respect to the Locations or Seller’s other assets or the applicable Subsidiaryproperties without Seller’s normal business hours throughout the period prior written consent (which consent may be provided, conditioned, delayed or withheld in Seller’s sole discretion) and without reasonable consultation with Seller with respect to the Closing to all any such activity. In no event shall Purchaser or any of its Affiliates or representatives conduct any subsurface investigation or other form of sampling or testing of any environmental media, and (iv) such access shall not damage any of Seller’s or the applicable SubsidiaryAcquired Companies’ assets or unreasonably interfere with the Business. Additionally, Seller and the Acquired Companies shall not be required to grant access or furnish information to Purchaser or any of Purchaser’s properties, books, contracts, commitments, reports of examination and records relating representatives to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (extent that such information is subject to any limitations that are reasonably required to preserve any applicable an attorney-/client or attorney work product privilege or legal that such access or contractual Third-Party confidentiality obligation). Seller shall assistthe furnishing of such information is prohibited by an existing Contract or agreement, and cause its Subsidiaries Purchaser shall have access to assistpersonnel records of the Acquired Companies, Buyer and its Affiliates however, it shall not have access to personnel records of the Acquired Companies relating medical histories or other information that in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives Seller’s good faith opinion are sensitive or the disclosure of which could subject Seller or the Acquired Companies to be reasonably available to any risk of them for such purposesliability. (b) After With respect to the Closing Dateright of entry granted to Purchaser in this Section 6.2, Purchaser shall indemnify, defend, and hold Seller and Buyer shall provideits Affiliates harmless from and against any Losses because of personal or bodily injury or property damage which result directly from Purchaser’s or its representatives’ presence at any of the Locations. (c) During the Interim Period, the Parties shall, and shall cause their respective Affiliates to, confer on a regular basis with one or more designated representatives of said Party to provide, to each other report material operational matters and to their respective officersreport the general status of ongoing operations, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinLocations. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) Seller From the date hereof until the first to occur of the Closing Date and the termination of this Agreement, the Enron Parties shall, and shall givecause their Controlled Affiliates to, or cause permit UBS, its Subsidiaries to give, to Buyer Affiliates and its Affiliates, and their representatives to make such investigation of the business, operations and properties of the Enron Parties and their Controlled Affiliates relating to the Gas and Power Business as such persons reasonably deem necessary or desirable in connection with the transactions contemplated hereby. Such investigation shall include, without limitation, access to the respective officers, employees, accountants, agents and representatives (including legal counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior (subject to the Closing protection of privilege) and independent accountants) of the Enron Parties and their Controlled Affiliates relating to all of Seller’s or the applicable Subsidiary’s Gas and Power Business and the properties, books, contracts, commitments, reports records and commitments of examination the Enron Parties and records their Controlled Affiliates relating to the Engenio Gas and Power Business. The Enron Parties shall, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause their Controlled Affiliates to, furnish UBS and its counselrepresentatives with such financial, accountants, engineers, consultants operating and other non-employee representatives data and information, and copies of documents, with respect to the Gas and Power Business or any of the transactions contemplated hereby, as UBS shall from time to time reasonably request; provided, however, that the Enron Parties shall not be reasonably available obligated to provide any Customer Data the disclosure of which is prohibited pursuant to any confidentiality agreement. Such access and investigation shall be made upon reasonable notice and at reasonable places and times. Such access and information shall not in any way affect or diminish any of them for such purposesthe representations or warranties hereunder. (b) After Following the Closing Date, Seller and Buyer shall providethe Enron Parties shall, and shall cause their respective Controlled Affiliates to, make available to provide, to each other and to their respective officers, employees, accountants, counsel UBS any data and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as in the possession of the Closing Date Enron Parties and their Controlled Affiliates relating to the Engenio Gas and Power Business and the Enron Parties shall reasonably assist UBS in arranging discussions with (and the calling as witnesses in any proceedings related to the Gas and Power Business, of) officers, employees and agents of the Purchased Assets, the Assumed Liabilities or the Transferred Employees Enron Parties and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance toControlled Affiliates: (i) comply with to defend or prosecute any reporting, filing claims relating to the exercise of the rights granted under the License Agreement; or other requirements imposed by any Governmental Body; (ii) assert or defend for any claims or allegations other purpose reasonably requested by UBS relating to the operation of the Gas and Power Business prior to the Closing Date. As used in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours 3.6, Controlled Affiliates means Controlled Affiliates who have or have had material involvement with the Gas and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody Power Business or control thereof may impose to preserve the confidentiality of information contained thereinits business, operations, properties or assets. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) Seller shall givePrior to the Effective Time, or cause its Subsidiaries to give, to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s the Company or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s propertiesParent (as applicable) shall, books, contracts, commitments, reports of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its Subsidiaries to, upon reasonable notice, afford the other Party and their counsel, accountants, engineers, consultants and other non-employee representatives authorized Representatives reasonable access, during normal business hours, to the employees, properties, books and records of the Company and the Company Subsidiaries or the Parent and its Subsidiaries (as applicable) so that they may have the opportunity to make such further investigations of the business and affairs of the Company and the Company Subsidiaries or the Parent and its Subsidiaries (as applicable) as they shall desire. Any such investigations shall not affect the representations and warranties made by the Company or the Parent (as applicable) in this Agreement. Prior to their filing, the Company or the Parent (as applicable) shall furnish as promptly as practicable to the other Party a copy of each registration statement, prospectus, report, schedule, form, statement and other document that will be reasonably available to filed by it or any of them for its Subsidiaries after the date of this Agreement pursuant to the requirements of United States Securities Laws, Nasdaq or the BCBCA. The Company or the Parent (as applicable) shall cause its officers and employees, and the officers and employees of its Subsidiaries, in a manner consistent with the fulfillment of their ongoing duties and obligations, to furnish such purposesadditional financial and operating data and other information and respond to such inquiries as the Company and the Company Subsidiaries or the Parent and its Subsidiaries (as applicable) may reasonably request from time to time. (b) After Prior to the Closing DateEffective Time, Seller the Company or the Parent (as applicable) shall promptly provide the other Party with copies of all interim financial statements of the Company and Buyer shall provide, the Company Subsidiaries or the Parent and its Subsidiaries (as applicable) as the same become available and shall cause their respective Affiliates one or more of its designated Representatives to provideconfer on a regular basis with the authorized Representatives of the other Part. The Company or the Parent (as applicable) shall provide the other Party with prompt written notice of any material change in its business or affairs, or that of its Subsidiaries, and of any material complaints, investigations or hearings (or written communications indicating that the same may be contemplated) by Governmental Entities, or the institution or, to each other and to their respective officersthe Company’s or the Parent’s (as applicable) knowledge, employees, accountants, counsel and other representatives, upon request the threat of litigation (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of including all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and litigation relating to the Engenio Businesstransactions contemplated hereby), and the Purchased Assets, the Assumed Liabilities Company or the Transferred Employees Parent (as applicable) shall keep the Other Party reasonably promptly informed (and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting event within seventy-two (72) hours) of such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinevents. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) Seller shall give, or cause its Subsidiaries to give, to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or From the applicable Subsidiary’s normal business hours throughout the period prior to date hereof until the Closing to all of Seller’s or the applicable Subsidiary’s propertiesDate, books, contracts, commitments, reports of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required applicable Law and subject to preserve any applicable attorneyprivileges (including solicitor-client privilege privilege), trade secrets and contractual confidentiality obligations, upon reasonable prior notice, the Enbridge Entities shall afford (or legal cause to be afforded to) the Fund Entities and their Representatives reasonable access, during normal business hours, to the books and records, offices and properties of the Contributed Entities, furnish (or contractual Third-Party confidentiality obligation). Seller shall assistcause to be furnished) to the Fund Entities such additional financial and operational data and other information regarding the Contributed Entities as the Fund Entities may from time to time reasonably request, and make reasonably available (or cause its Subsidiaries to assistbe made reasonably available) to the Fund Entities any employees whose assistance and expertise is necessary, Buyer in each case, in connection with the Fund Entities’ preparation to integrate the Contributed Entities into the Fund Entities’ organization following Closing. Any such access or requests shall (i) be supervised by such Persons as may be designated by the Enbridge Entities and its (ii) be conducted in such a manner so as not to interfere with any of the businesses or operations of any Enbridge Entity, any of the Contributed Entities or any of their respective Affiliates in making such investigation and shall cause its counselnot contravene any applicable Law. Each of the Fund Entities further agrees to comply fully with all rules, accountants, engineers, consultants regulations and other non-employee representatives to be reasonably available to instructions issued by the Enbridge Entities or any of them for their respective Affiliates or other Persons in respect of such purposesFund Entity’s or its Representatives’ actions while upon, entering or leaving any properties of the Enbridge Entities, any Contributed Entity or any of their respective Affiliates. (b) After the Closing Date, Seller From and Buyer shall provide, and shall cause their respective Affiliates to provideafter Closing, to each the extent in connection with any reasonable business purpose of the Enbridge Entities or their Affiliates relating to a Contributed Entity including (i) in response to the request or at the direction of a Government Entity, (ii) the preparation of Tax Returns or other documents related to Tax matters and (iii) the determination of any matter relating to the rights or obligations of the Enbridge Entities and their respective officersAffiliates under this Agreement or any other Transaction Document, employeesincluding matters contemplated by Section 2.6, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve applicable Law and any applicable privileges (including the attorney-client privilege or legal or privilege) and contractual Third-Party confidentiality obligation)obligations, upon reasonable access for inspection and copying of all Business Recordsprior notice, Governmental Permits, Licenses, Contracts and any other information existing as each of the Closing Date Fund Entities shall (A) afford the Enbridge Entities and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviewsRepresentatives reasonable access, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours hours, to the books, data, files, information and upon reasonable prior notice records of the Fund Entities and shall be subject their Affiliates in respect of such Contributed Entity (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters), (B) furnish to the Enbridge Entities such reasonable limitations additional financial and other information regarding such Contributed Entity as the party having custody Enbridge Entities may from time to time reasonably request (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters) and (C) make available to the Enbridge Entities the employees of such Fund Entity and its Affiliates (or, if applicable, any manager or control thereof may impose operator) whose assistance, expertise, testimony, notes and recollections or presence is necessary to preserve assist the confidentiality Enbridge Entities, their Affiliates and their respective Representatives in connection with such Persons’ inquiries for any of information contained thereinthe purposes referred to in this Section 6.1(b); provided, however, that such access or request shall not unreasonably interfere with the business or operations of such Fund Entity or any of its Affiliates. (c) Buyer agrees Effective immediately prior to preserve Closing, each of the Contributed Entities shall be deemed to have irrevocably relinquished in favour of Enbridge or, if directed by Enbridge, any Affiliate of Enbridge, any and all Business Recordsright, Licenses title or benefit to any privileged information, document, communication or other advice relating in any way to the transactions contemplated hereby, the negotiation thereof and Governmental Permits the matters which are the subject of representations, warranties and covenants herein (collectively, “Excluded Privileged Communications”), including any Excluded Privileged Communications in which such Contributed Entity and Enbridge or any Affiliate of Enbridge have a common interest and any right to exercise or waive privilege over any Excluded Privileged Communications. Nothing in this Section 6.1(c) shall affect the right of EIPLP to pursue recourse in accordance with its corporate policies related to preservation the provisions hereof without utilizing or relying on Excluded Privileged Communications in the event of records. Buyer further agrees thata breach of a representation, to the extent Business Records, Licenses warranty or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious mannercovenant hereunder.

Access and Information. (a) Seller Prior to the Effective Time, Company shall, and shall give, or cause its Subsidiaries to giveto, to Buyer upon reasonable notice, afford Parent and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Company and its Subsidiaries so that they may have the opportunity to make such investigations of the business and affairs of Company and its Subsidiaries as they reasonably desire; provided, however, that such investigation shall not affect the representations and warranties made by Company in this Agreement. Prior to their filing, Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, schedule, form, statement and other document that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, the New York Stock Exchange, Inc. or the DGCL. Company shall cause its officers and employees, in a manner consistent with the fulfillment of their ongoing duties and obligations, to furnish such additional financial and operating data and other information and respond to such inquiries as Parent from time to time reasonably available requests. All of the requirements of this Section 5.3 shall be subject to any prohibitions or limitations of them for such purposesapplicable law and shall be subject to the Confidentiality Agreement. (b) After Prior to the Closing DateEffective Time, Seller Company shall promptly provide Parent with copies of all monthly and Buyer shall provide, other interim financial statements as the same become available and shall cause their respective Affiliates one or more of its designated representatives to provideconfer on a regular basis with representatives of Parent upon Parent’s reasonable request. Company shall provide Parent with prompt written notice of any material change in the business or affairs of Company or any of its Subsidiaries and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) by Governmental Entities, or the institution or, to each other and to their respective officersits knowledge, employees, accountants, counsel and other representatives, upon request the threat of material litigation (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of including all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and litigation relating to the Engenio Businesstransactions contemplated hereby), and Company shall keep Parent fully informed of such events. Parent shall provide Company with prompt written notice of the institution or, to its knowledge, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities threat of litigation relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records transactions contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinhereby. (c) Buyer agrees to preserve Company shall provide Parent with a correct and complete list of all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to Foreign Benefit Plans within 30 days following the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious mannerdate hereof.

Access and Information. (a) Seller shall will give, or and cause its Subsidiaries Affiliates to give, to Buyer and to its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable SubsidiaryAffiliate’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable SubsidiaryAffiliate’s properties, books, contracts, commitments, reports of examination and records (excluding confidential portions of personnel records) directly or reasonably relating to the Engenio Business, the Transferred Employees, Business or the Purchased Assets (but excluding the Excluded Assets and the Assumed Excluded Liabilities (and subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation, provided that to the extent such confidentiality related to items that would otherwise comprise Assumed Liabilities, such items shall be deemed not to be Assumed Liabilities until Buyer has had a chance to review such items and consent to such items as Assumed Liabilities). Seller shall assist, and cause its Subsidiaries Affiliates to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them Buyer for such purposes; it being understood that Buyer shall reimburse Seller or the applicable Affiliate promptly for reasonable and necessary out of pocket expenses incurred by Seller or any Affiliate in complying with any such request by or on behalf of Buyer. (b) After the Closing Date, Seller and Buyer shall (A) will provide, and shall will cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountantscounsel, counsel accountants and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Nonassigned Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, Business or the Purchased Assets, including all materials necessary for Buyer and its accountants to prepare audited financial statements of the Assumed Liabilities or Business for periods ended September 30, 2001 if Buyer deems such audited statements necessary, (B) will cooperate as reasonably necessary in the Transferred Employees preparation of such audited statements, and shall (C) will make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreementtransactions, the operations or activities relating to the Engenio Business, Business or the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Bodyforeign, local, state or federal court, agency or regulatory body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, expenses incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable not less than two (2) Business Days’ prior notice written request and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with for at least seven (7) years after the Closing Date. During this seven-year period and up to ninety (90) days thereafter, Buyer shall make available to Seller, upon its corporate policies related to preservation of records. Buyer further agrees thatrequest, to the extent such Business Records, Licenses or and Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious mannerPermits.

Access and Information. (a) Seller shall, and shall give, or cause its Subsidiaries to givecontrolled Affiliates to, give to Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives reasonable access during Seller’s or the applicable Subsidiary’s 's normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s 's properties, books, contracts, commitments, reports of examination and records directly relating to the Engenio FPGA/FPSC Business, the Transferred Employees, the Purchased Assets and or the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Third Party confidentiality obligationobligation in which case Seller will use reasonable commercial efforts to develop an alternative means to provide any such information that is subject to such limitations). Seller shall assist, and cause its Subsidiaries to assist, assist Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants consultants, employees and other non-employee representatives to be reasonably available to any of them Buyer for such purposes. (b) After the Closing DateClosing, Seller and Buyer shall provide, and shall cause their respective controlled Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Third Party confidentiality obligationobligation in which case Seller and Buyer, as the case may be, will use reasonable commercial efforts to develop an alternative means to provide any such information that is subject to such limitations), reasonable access for inspection and copying of all FPGA/FPSC Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio FPGA/FPSC Business, the Purchased Assets, Assets or the Assumed Liabilities or the Transferred Employees Liabilities, and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio FPGA/FPSC Business, the Purchased Assets, Assets or the Assumed Liabilities or the Transferred Employees Liabilities, and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, expenses incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) As soon as practicable after the date hereof and in any event prior to 10 days after the date hereof, Buyer agrees will request from the U.S. Securities and Exchange Commission (the "SEC") a waiver in order to preserve file financial statements with its report on Form 8-K in connection with the transactions contemplated hereby containing only (x) statements of Purchased Assets and Assumed Liabilities, in lieu of full balance sheets for the FPGA/FPSC Business and (y) statements of direct revenue and direct expenses associated with the Purchased Assets and Assumed Liabilities, in lieu of full income statements and statements of cash flows for the FPGA/FPSC Business. No waiver shall be requested with respect to the requirements of an audit or the dates or periods of such financial statements. Seller shall provide a letter to the SEC for submission with Buyer's request, stating that (i) Seller never prepared financial statements for the FPGA/FPSC Business, and (ii) Seller cannot practically prepare such financial statements at this time. Seller shall include in such letter to the SEC the following information: (A) the reasons for the unavailability of the full financial statements, (B) the estimated costs of preparing such financial statements, (C) an explanation of any other practical problems, and (D) any other information reasonably requested by Buyer, including certain financial information with respect to the FPGA/FPSC Business, Purchased Assets or Assumed Liabilities. Each party's letter to the SEC shall be in a form reasonably acceptable to the other party. As soon as practicable after receiving a final determination on the request for waiver from the SEC and in any event prior to 30 days after the Closing, Seller shall deliver to Buyer the financial statements containing the information set forth in the waiver request (the "Audited Information"). Seller shall provide Buyer an opportunity to review and comment on such financial statements and Seller shall make such changes as Buyer may reasonably request prior to such financial statements being finalized. All such financial statements shall be prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except, in the case of the unaudited financial statements, for the absence of notes thereto), and shall be certified as true, complete and correct in all material respects by an appropriate officer of Seller. Seller shall make available to Buyer, and Buyer's auditors, Seller's work papers and backup materials (subject in each case to the execution of a customary letter for access to any such papers that were prepared by the Seller's auditors) used in preparation of all such financial statements, and shall provide Buyer with all information required in Buyer's preparation of pro forma financial statements giving effect to the transactions contemplated hereby. The costs of providing such Audited Information shall be shared equally between Seller and Buyer. (d) Buyer shall retain copies of all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation that are part of recordsthe Purchased Assets for at least five (5) years after the Closing Date. Buyer further agrees that, After this five-year period and at least ninety (90) days prior to the extent planned destruction of any Business Records, Licenses or Governmental Permits are placed Permits, Buyer shall notify Seller in storagewriting and shall make available to Seller, they will be kept in upon Seller's request and at Seller's sole cost and expense, such a manner as to make individual document retrieval possible in a reasonably expeditious mannerBusiness Records, Licenses and Governmental Permits.

Access and Information. (a) From and after the date of this Agreement and until the Closing Date, Seller shall give, or and shall cause its Subsidiaries Affiliates to give, to Buyer and its Affiliatesany Buyer Designees, and their respective officers, employees, accountants, counsel and other representatives representatives, reasonable access during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all of Seller’s or the applicable Subsidiary’s properties, books, contractsContracts, commitments, reports of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client attorney‑client privilege or legal or contractual Third-Third Party confidentiality obligation; provided, that Seller shall have no obligation to provide Buyer, any Buyer Designees, or any of their respective officers, employees, accountants, counsel or other representatives, access to the Leased Premises prior to the date that is two Business Days after the date of this Agreement; provided, further, that in the event that access is limited or restricted pursuant to this parenthetical, Seller shall use reasonable commercial efforts to provide Buyer or any Buyer Designee with the maximum amount of information requested, in a manner that does not jeopardize any attorney‑client privilege or legal or contractual Third Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries Affiliates to assist, Buyer and its Affiliates Affiliates, and their respective officers, employees, accountants, counsel, and other representatives, in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee non‑employee representatives to be reasonably available to any of them for such purposes. (b) After From and after the Closing Date, Seller, Seller Parent and Buyer and their respective subsidiaries, as applicable, shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client attorney‑client privilege or legal or contractual Third-Third Party confidentiality obligation; provided, however, that in the event that access is limited or restricted pursuant to this parenthetical, Seller, Seller Parent and Buyer and their respective subsidiaries, as applicable, shall use reasonable commercial efforts to make alternative accommodations to afford access in a manner that does not jeopardize any attorney‑client privilege or legal or contractual Third Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, LicensesIn‑Licenses, Assigned Leases, Assigned Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Excluded Assets, the Assumed Liabilities or the Excluded Liabilities or the Business or Transferred Employees and Employees, in each case, as otherwise may be necessary or desirable to enable the party Party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding Proceeding other than claims or allegations that one party Party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party Party requesting such information or assistance shall reimburse the other party Party for all reasonable and necessary out-of-pocket out‑of‑pocket costs and expenses, if any, incurred by such party Party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b6.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party Party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of records. Buyer further agrees that, to the extent Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to make individual document retrieval possible in a reasonably expeditious manner.

Access and Information. (a) Seller From the date hereof until the Closing Date, subject to any applicable Law and subject to any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, upon reasonable prior notice, the Sellers Representative shall give, or cause its Subsidiaries to give, to afford Buyer and its Representatives reasonable access, during normal business hours, to the books and records, offices and properties of the Company and TS Crude, furnish to Buyer such additional financial and operational data and other information regarding the Company and TS Crude as Buyer may from time to time reasonably request and make reasonably available to Buyer the employees of the Company, Tall Oak or their respective Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company and TS Crude into Buyer’s organization following the Closing; provided, however, that Buyer will not be entitled to (i) any information relating to bids received from others in connection with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, Tall Oak, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, Tall Oak, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by the Sellers Representative and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Tall Oak, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller, Tall Oak and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of the Sellers Representative. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by the Sellers Representative, and Buyer shall not directly or indirectly contact any Representative of Seller, Members, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, Members, the Company and their respective officers, employees, accountants, counsel and Affiliates or other representatives reasonable access during SellerPersons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller, any Member or the applicable Subsidiary’s normal business hours throughout the period prior Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the Closing to all terms and conditions of Seller’s or the applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its Affiliates in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposesConfidentiality Agreement. (b) After From and after the Closing, in connection with any reasonable business purpose (other than in connection with any dispute between Seller, Members or any of their respective Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand), including (i) in response to the request or at the direction of a Government Entity, (ii) the preparation of Tax Returns or other documents related to Tax matters and (iii) the determination of any matter relating to the rights or obligations of Seller, Members and their respective Affiliates under this Agreement or any other Transaction Document (including matters contemplated by Section 2.4), subject to any applicable Law and any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, upon reasonable prior notice, Buyer shall (A) afford Seller, Members and their respective Representatives reasonable access, during normal business hours, to the books, data, files, information and records of Buyer and its Affiliates (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters) and (B) furnish to Seller and Members such additional financial and other information as Seller and/or Members may from time to time reasonably request (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters), in each case to the extent relating to the Company for periods ending on or prior to the Closing Date; provided, however, such information shall be limited to that required or reasonably necessary in connection with such reasonable business purpose and shall be provided at the sole cost and expense of Seller; provided further, however, that such access or request shall not unreasonably interfere with the business or operations of Buyer or any of its Affiliates. (c) For 180 days following the Closing Date, Seller and Tall Oak shall coordinate and cooperate fully with Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing exchanging such information and in rendering providing such assistance. The access , in each case on a timely basis, as Buyer may reasonably request and at the sole cost and expense of Buyer, in connection with the preparation and submission of any reports and filings to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject Government Entities as required under or pursuant to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinEnvironmental Laws. (cd) Buyer hereby agrees to preserve defend, indemnify and hold harmless each of the Seller Indemnified Parties from and against any and all Business RecordsLosses attributable to personal injury, Licenses and Governmental Permits death or physical or other property damage, or violation of Seller’s, Tall Oak’s or their respective Affiliate’s or any third Person operator’s rules, regulations or operating policies of which Buyer or its Representatives associated with the Losses had been informed in accordance with its corporate policies related to preservation of records. Buyer further agrees thatadvance in writing, to the extent Business Recordsarising out of, Licenses resulting from or Governmental Permits are placed relating to the actions of Buyer or its Representatives in storageconnection with any field visit, they will environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by Buyer or any of its Representatives with respect to the Company and the Company Systems, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNIFIED PARTIES; provided, for the avoidance of doubt, the Parties agree that in no event shall any Seller Indemnified Party be kept in such a manner as entitled to make individual document retrieval possible in a reasonably expeditious mannerindemnification by Buyer for any Losses arising out of any preexisting environmental contamination or noncompliance with Environmental Law.

Access and Information. Between the date hereof and the Closing Date: (a) Seller The Company shall, and shall give, or cause its Subsidiaries subsidiaries to, (i) afford to giveAcquiror and its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, the "Acquiror Representatives") access during ordinary business hours and at other reasonable times, upon reasonable prior notice, to Buyer and its Affiliates, and their respective the officers, employees, accountants, counsel agents, properties, offices and other representatives reasonable access during Seller’s or facilities of the applicable Subsidiary’s normal business hours throughout the period prior Company and its subsidiaries and to the Closing books and records thereof and (ii) furnish promptly to all of Seller’s or Acquiror and the applicable Subsidiary’s Acquiror Representatives such information concerning the business, properties, books, contracts, commitments, reports records and personnel of examination and records relating to the Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer Company and its Affiliates in making such investigation and shall cause its counselsubsidiaries (including, accountantswithout limitation, engineersfinancial, consultants operating and other non-employee representatives to data and information) as may be reasonably available requested, from time to any of them for such purposestime, by Acquiror or the Acquiror Representatives. (b) After the Closing Date, Seller and Buyer shall provideAcquiror shall, and shall cause their respective Affiliates its subsidiaries to, (i) afford to providethe Company and its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, the "Company Representatives") access during ordinary business hours, upon reasonable prior notice, to each other and to their respective the officers, employees, accountants, counsel agents, properties, offices and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection facilities of Acquiror and copying of all Business Records, Governmental Permits, Licenses, Contracts its subsidiaries and any other information existing as of the Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees books and shall make their respective personnel reasonably available for interviews, depositions records thereof and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party furnish promptly to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting Company and the Company Representatives such information concerning the business, properties, contracts, records and personnel of Acquiror and its subsidiaries (including, without limitation, financial, operating and other data and information) as may be reasonably requested, from time to time, by the Company or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinCompany Representatives. (c) Buyer agrees Notwithstanding the foregoing provisions of this Section 7.02, neither party shall be required to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related grant access or furnish information to preservation of records. Buyer further agrees that, the other party to the extent Business Recordsthat such access or the furnishing of such information is prohibited by Law or contract. No investigation by the parties hereto made heretofore or hereafter shall affect the representations and warranties of the parties that are contained herein and each such representation and warranty shall survive such investigation. (d) Each party to this Agreement shall hold in confidence and not disclose, Licenses except on a "need to know" basis to its respective Acquiror Representatives or Company Representatives, as the case may be, all nonpublic information received from the other party to this Agreement ("Confidential Information") until such time as such Confidential Information is otherwise publicly available and, if this Agreement is terminated, each party will deliver to the other party all documents, work papers and other materials (including copies) obtained by such party or on its behalf from another party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof. The foregoing obligations of confidentiality and nondisclosure shall be effective for a period of two (2) years after such termination; provided that such obligations of the Acquiror Companies shall terminate at the Closing. (e) In the event that a party, or anyone to whom it supplies Confidential Information, receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena or order issued by a Governmental Permits are placed Entity, the party agrees (i) to notify the other party immediately of the existence, terms and circumstances surrounding such request, (ii) to consult with the other party on the advisability of taking legally available steps to resist or narrow such request, and (iii) if disclosure of such Confidential Information is required to prevent a party from being held in storagecontempt or subject to other penalty, they to furnish only such portion of the Confidential Information as the disclosing party is legally compelled to disclose and to exercise its best efforts to obtain an order or other reliable assurance that confidential treatment will be kept in such a manner as accorded to make individual document retrieval possible in a reasonably expeditious mannerthe disclosed Confidential Information.