Common use of Access to Books and Records Clause in Contracts

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After The Borrower and the date Guarantors will make and keep books, records and accounts in which full, true and correct entries in conformity with GAAP are made of this Agreement until the earlier all financial dealings and transactions in relation to its business and activities, including, without limitation, an accurate and fair reflection of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books transactions and Records dispositions of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law assets of the Borrower and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality AgreementGuarantors. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant The Borrower and the Guarantors will permit, to the access granted under Section 5.1(aextent not prohibited by applicable law or contractual obligations, any representatives designated by the Administrative Agent or the Collateral Trustee or any Governmental Authority that is authorized to supervise or regulate the operations of a Lender, as designated by such Lender, upon reasonable prior written notice and, so long as no Event of Default has occurred and is continuing, at no out-of-pocket cost to the Borrower and the Guarantors, to (x) visit and inspect the Collateral and the properties of the Borrower and the Guarantors, (y) examine its books and records, and (z) discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested (it being understood that a representative of the Borrower will be present) subject to any restrictions in any applicable Collateral Document; provided that if an Event of Default has occurred and is continuing, the Borrower and the Guarantors shall be conducted in such a manner as not to interfere unreasonably with responsible for the operation reasonable costs and expenses of any visits of the Business by Sellers Administrative Agent, the Collateral Trustee and the Lenders, acting together (but not separately); provided, further, that with respect to Collateral and matters relating thereto, the rights of Administrative Agent, the Collateral Trustee and the Lenders under this Section 5.13 shall, subject to the inspection provisions of the applicable Collateral Documents, be limited to the following: upon the request of the Administrative Agent or the Transferred EntitiesCollateral Trustee, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or applicable Grantor will permit the Transferred Entities without Administrative Agent and/or the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party Collateral Trustee or any of its Affiliates agents or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, at reasonable times and intervals upon reasonable prior notice, to (x) visit during normal business hourshours its offices, upon reasonable notice, full access to the books, records, sites and properties and employees (y) inspect any documents relating to (i) the existence of each Transferred Entity such Collateral, (ii) with respect to Collateral other than Pledged Routes, Pledged Slots and Pledged Gate Leaseholds, the condition of such Collateral, and (iii) the validity, perfection and priority of the Liens on such Collateral, and to discuss such matters with its officers, except to the extent that the disclosure of any such access may be reasonably requested by Sellers, including document or any such discussion would result in the applicable Grantor’s violation of its contractual or legal obligations. All confidential or proprietary information obtained in connection with financial statements any such visit, inspection or a proceeding before discussion shall be held confidential by the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree Administrative Agent, the Collateral Trustee and each of their respective agents and representatives and shall not be furnished or disclosed by any of them to hold all the Books anyone other than their respective bank examiners, auditors, accountants, agents and Records of each Transferred Entity’s Business existing on the Closing Date legal counsel, and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time except as may be required by Lawany court or administrative agency or by any statute, and thereafterrule, if they desire to destroy regulation or dispose order of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersany Governmental Authority.

Access to Books and Records. (a) After To the date of this Agreement until the earlier of the Closing or termination of this Agreementextent reasonably requested by Buyer, Sellers shall afford provide Buyer access and the right to Representatives of Purchasers reasonable access copy from and after any Closing Date any books and records relating to the Books Assets but not included in the Assets. To the extent reasonably requested by Sellers, Buyer shall provide Sellers access and Records the right to copy from and after the applicable Closing Date any books and records relating to the Assets that are included in the Assets. Buyer and Sellers shall each retain any such books and records, for a period of three years (or such longer period as may be required by law or good business practice) following the Transferred Entities’ Businesses during normal business hours consistent with applicable Law Final Closing Date. Subject to and in accordance with the procedures established terms of this Section 6.9, Sellers shall cause its accountants regularly servicing Sellers to conduct audits and reviews of Sellers' financial information as Buyer may reasonably determine is necessary to satisfy Buyer's due diligence, including, without limitation, (a) causing Sellers' auditors to permit Buyer's auditors to have access to Sellers' auditor's work papers, and (b) causing Sellers' auditors to consent to such access by Buyer. Under no circumstance shall the preparation of any financial statements pursuant to such audits and reviews (i) require any Seller to change or modify any accounting policy, (ii) cause any unreasonable disruption in the business or operations of any Station, or (iii) cause any delay that is more than de minimis in any internal reporting requirements of any Seller. All costs and expenses incurred in connection with the preparation of (and assimilation of relevant information for) the audits and reviews of financial information shall be paid by Sellers; provided, howeverBuyer shall promptly pay upon presentation of any invoice, as a non-refundable prepayment of the Purchase Price, for all charges incurred in connection with such audit to the extent relating to work performed on or after July 26, 1999 (such charges, the "Section 6.9 Amount") (it being understood that (i) no Seller or Transferred Entity the hourly charges of Sellers' accountants for the period of time for which Buyer is responsible may be greater than the hourly charges incurred by Sellers). In addition, Buyer shall be required responsible for any costs and expenses (a) associated with the inclusion of such audited financial statements in Buyer's publicly filed documents, including, without limitation, any fees for consents to violate any obligation of confidentiality to which such inclusion and a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), "comfort letter," and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including incurred in connection with any review of financial statements for the periods ended June 30, 1998 or a proceeding before June 30, 1999, or for any other periods other than the Independent Accounting Firm under Section 2.5(d)financial statements for calendar year 1998. (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers The Ceding Company shall afford to Representatives of Purchasers reasonable access to maintain the Books and Records (a) in accordance with any and all Applicable Law and (b) with a degree of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law care and diligence similar to that used for its other businesses for its own account and in accordance with its internal record retention procedures and policies of its other businesses. The Reinsurer and its Representatives shall have the procedures established by Sellersright to inspect, audit and make copies of, not more than once per calendar year (or (i) in the event the Ceding Company is in breach of its obligations under Article VII, not more than once per calendar quarter, upon delivery of notice from the Reinsurer to the Ceding Company of the alleged breach, together with reasonable supporting detail in respect thereof and (ii) with respect to the Reinsurer’s right to audit and inspect the Ceding Company’s compliance with Section 2.09, not more than twice per calendar year (but in the event the Ceding Company is in breach of its obligations under Section 2.09, not more than once per calendar quarter, upon delivery of notice from the Reinsurer to the Ceding Company of the alleged breach, together with reasonable supporting detail in respect thereof)), at reasonable times and upon reasonable prior notice, the Books and Records in the possession, custody or control of the Ceding Company, its Affiliates and its or their respective Representatives and access to appropriate personnel of the Ceding Company, its Affiliates and its and their Representatives; provided, however, that (i) no Seller or Transferred Entity such access shall be required to violate any obligation not unreasonably interfere with the business and operations of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject the Ceding Company. The Reinsurer shall bear its own expenses in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance connection with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, such access and shall be subject promptly reimburse the Ceding Company for any reasonable out-of-pocket expenses incurred by the Ceding Company in connection with such access by the Reinsurer and its Representatives. Without limiting the foregoing, at least once annually upon the Reinsurer’s request the Ceding Company will hold servicing and administration review calls with the Reinsurer to discuss material issues (if any) that have arisen with respect to the terms of, servicing of the Confidentiality AgreementReinsured Policies. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant Notwithstanding anything herein to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with contrary, the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives Ceding Company shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything be obligated to make available to the contrary Reinsurer any original papers or other books, records or documents to the extent that the Ceding Company determines, in this Agreementits reasonable judgment, neither Sellers nor the Transferred Entities shall be required to provide access to that doing so would violate Applicable Law or disclose information where, upon the advice of counsel, such access a contract or disclosure would jeopardize the protection of an attorney-client privilege of privilege; it being understood that the Ceding Company shall use commercially reasonable efforts to enable such Party information to be made available to the Reinsurer (including redacting information) without contravening such Applicable Law or any of its Affiliates contract or contravene any Lawsjeopardizing such privilege. (c) At The Reinsurer shall not use any information obtained pursuant to this Section 6.02 for any purpose not relating to this Agreement, the Trust Agreement, the Master Transaction Agreement, the letter agreement, dated as of the date hereof, by and after between the Closing Date, Purchasers shall, Reinsurer and shall cause their Affiliates to, afford Sellers Provident Life and their representatives, during normal business hours, upon reasonable notice, full access to Casualty Insurance Company or the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d)reinsurance provided hereunder. (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. Maintain or cause to be maintained at all times true and complete books and records in accordance with GAAP of the financial operations of the Borrowers and the Guarantors; and provide the Lender Parties and their representatives (awhich shall coordinate through the Administrative Agent) After (i) access to all such books and records during regular business hours upon reasonable advance notice, in order that the date Lender Parties may examine and make abstracts from such books, accounts, records and other papers for the purpose of verifying the accuracy of the various reports delivered by the Borrowers or the Guarantors to any Agent or the Lenders pursuant to this Agreement until or for otherwise ascertaining compliance with this Agreement and to discuss the earlier affairs, finances and condition of the Closing Borrowers and the Guarantors with the officers and independent accountants of the Borrowers; provided that any Borrower shall have the right to be present at any such visit or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable inspection and (ii) access to and the Books right to inspect all reports, audits and Records other internal information of the Transferred Entities’ Businesses Borrowers and the Guarantors relating to environmental matters upon reasonable advance notice; provided that, excluding such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.01(f); (y) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (z) only one such time per calendar year shall be at the expense of the Borrowers; provided, further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrowers during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellersupon reasonable advance notice; provided, howeverfurther that, that (i) no Seller or Transferred Entity notwithstanding anything to the contrary herein, neither any Borrower nor any Restricted Subsidiary shall be required to violate disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any obligation document, information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of confidentiality ▇▇▇▇ and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to which a Seller the Administrative Agent or a Transferred Entity any Lender (or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and representatives or contractors) is prohibited by applicable law or (iiiii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be that is subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client or similar privilege of such Party or any of its Affiliates or contravene any Lawsconstitutes attorney work product. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior to the date hereof or any other duty of confidentiality owed to another Person, or as would be reasonably expected to violate any attorney-client privilege (a) After it being understood that the parties shall each use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation), from the date of this Agreement until the earlier of the Closing or termination of this AgreementEffective Time and the Termination Date, Sellers the Company shall afford (and shall cause the Subsidiaries to): (i) provide to Representatives of Purchasers reasonable access Parent and to the Books officers, directors, members, partners, managers, employees, accountants, consultants, legal counsel, financing sources, agents and Records other representatives (collectively, “Representatives”) of the Transferred Entities’ Businesses Parent reasonable access, during normal business hours consistent with applicable Law and in accordance with upon reasonable prior notice by Parent, to the procedures established by Sellersofficers, employees, agents, properties, offices and other facilities of the Company and the Subsidiaries and to the books and records thereof; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make availablefurnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and the Subsidiaries as Parent or cause its Representatives may reasonably request. Notwithstanding the Transferred Entities foregoing, the Company may impose reasonable restrictions and limitations on access to make availablesuch officers, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers employees, agents, properties, offices, facilities, books and their Representatives in accordance withrecords and information, shall be considered underand Parent shall, and shall be subject cause its Representatives to, use their reasonable best efforts to the terms of, the Confidentiality Agreement. (b) Purchasers agree that conduct any permitted such investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted or consultation in such a manner as not to interfere unreasonably with the operation business or operations of the Business by Sellers Company or the Transferred Entities, Subsidiaries or otherwise result in any unreasonable interference with the prompt and Purchasers and timely discharge by such employees of their representatives shall not communicate with normal duties. Neither the Company nor any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities Subsidiaries shall be required to provide access to or to disclose information where, upon the advice of counsel, where such access or disclosure would jeopardize the attorney-client privilege of such Party the Company or the Subsidiaries or could reasonably be deemed to contravene any law, Contract entered into prior to the date of this Agreement or any other duty of its Affiliates confidentiality owed to another Person (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that does not cause such violation or contravene any Laws. (c) At and after jeopardy). In addition to the Closing Dateforegoing, Purchasers shallthe Company shall provide to Parent, and shall cause their Affiliates the Subsidiaries to, afford Sellers and their representativesshall use its reasonable best efforts to cause the Company’s and the Subsidiaries’ respective officers, during normal business hoursemployees, upon reasonable noticeRepresentatives and advisors, full access including legal and accounting, to, provide to the books, records, properties and employees of each Transferred Entity to the extent that such access may be Parent all cooperation reasonably requested by Sellers, including Parent in connection with its financing and the other transactions contemplated by this Agreement and the Other Contemplated Transactions, including the following: (i) participation in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents; (iii) furnishing Parent and its financing sources with financial statements and other pertinent information regarding the Company and the Subsidiaries, if subject to confidentiality and use restrictions reasonably satisfactory to the Company; and (iv) facilitating the entrance into one or a proceeding before more credit or other agreements satisfactory to Parent, provided that, in all cases with respect to the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all above, the Books Company and Records of each Transferred Entity’s Business existing on the Subsidiaries shall incur no cost or expense that is not promptly reimbursed by Parent upon demand if the Closing Date does not occur and shall not be obligated to destroy become a party to (or dispose of otherwise bound by) any thereof for a period of seven (7) years from the Closing Date agreement or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days other document prior to the Closing. The Company hereby consents to the use of its and the Subsidiaries’ logos in connection with Parent’s financing; provided that such destruction logos are used solely in a manner that is not intended to nor reasonably likely to harm or disposition to surrender them to Sellersdisparage the Company or any of the Subsidiaries.

Access to Books and Records. (a) After the date of this Agreement until the earlier The Borrowers shall maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the Closing or termination financial operations of this Agreementthe Borrowers and provide the Administrative Agent, Sellers shall afford to Representatives of Purchasers Master Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable, and excluding the Books and Records SkyMiles Agreements), as well as any appraisals of the Transferred Entities’ Businesses Collateral, during normal regular business hours consistent hours, in order that the Administrative Agent and the Master Collateral Agent may upon reasonable prior notice and with applicable Law reasonable frequency, but in any event, so long as no Event of Default has occurred and in accordance is continuing, no more than one (1) time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Master Collateral Agent and their respective representatives and advisors to confer with the procedures established by Sellers; provided, however, officers of Delta and representatives (provided that (i) no Seller or Transferred Entity Delta shall be required given the right to violate any obligation participate in such discussions with such representatives) of confidentiality Delta, all for the purpose of verifying the accuracy of the various reports delivered by the Borrowers to which a Seller the Administrative Agent or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement. All confidential or proprietary information obtained in connection with any such visit, inspection or discussion shall be held confidential by Purchasers the Administrative Agent, the Master Collateral Agent and each agent or representative thereof and shall not be furnished or disclosed by any of them to anyone other than their Representatives in accordance withrespective bank examiners, shall be considered underauditors, accountants, agents and legal counsel, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time except as may be required by Lawany court or administrative agency or by any statute, and thereafterrule, if they desire regulation or order of any Governmental Authority. None of Delta or any of its Subsidiaries will be required to destroy disclose, permit the inspection, examination or dispose making copies or abstracts of, or discussion of, any document, information or other matter pursuant to this Section 5.13, (i) except in connection with any enforcement or exercise of such Books and Recordsremedies, (A) that constitutes non-registered SkyMiles Intellectual Property, non-financial Trade Secrets (including the SkyMiles Customer Data) or non-financial proprietary information, including the SkyMiles Agreements, or (B) in respect of which disclosure to offer first in writing at least sixty Administrative Agent or any Lender (60or their respective designees or representatives) days prior is prohibited by law or any binding agreement (or would otherwise cause a breach or default thereunder), or (ii) that is subject to such destruction attorney-client or disposition to surrender them to Sellerssimilar privilege or constitutes attorney work product or constitutes Excluded Intellectual Property.

Access to Books and Records. (a) After Subject to Section 8.07, from the date of this Agreement hereof until the earlier of Closing Date, the Closing or termination of this Agreement, Sellers Company shall afford to Representatives of Purchasers provide the Purchaser and its authorized representatives (the “Purchaser’s Representatives”) and the Debt Financing Source Related Parties with reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and upon reasonable notice to the offices, properties, senior personnel, books and records of the Company and its Subsidiaries in accordance order for the Purchaser to have the opportunity to make such investigation as it shall reasonably desire of the affairs of the Company and its Subsidiaries; provided that, notwithstanding the foregoing, (a) such access does not unreasonably interfere with the procedures established by Sellers; providednormal operations of the Company or its Subsidiaries, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the such access granted under Section 5.1(a) shall be conducted occur in such a manner as not the Company reasonably determines to interfere unreasonably with be appropriate to protect the operation confidentiality of the Business transactions contemplated by Sellers or the Transferred Entitiesthis Agreement, and Purchasers and their representatives (c) nothing herein shall not communicate with require the Company to provide access to, or to disclose any information to, the Purchaser or any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, Purchaser’s Representatives if such access or disclosure would jeopardize reasonably be expected to (i) cause significant competitive harm to the attorney-client privilege Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) waive any legal privilege, or (iii) be in violation of such Party or any applicable Law (including the HSR Act and other antitrust Laws). The Purchaser acknowledges that the Purchaser is and remains bound by that certain Confidentiality Agreement, dated as of its Affiliates or contravene any Laws. April 21, 2015 (c) At as amended from time to time, the “Confidentiality Agreement”), by and after between Purchaser and GTCR LLC (“GTCR”). The information provided pursuant to this Section 7.02 will be used solely for the Closing Date, Purchasers shallpurpose of effecting the transactions contemplated by this Agreement, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may will be reasonably requested governed by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books terms and Records conditions of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersConfidentiality Agreement.

Access to Books and Records. (a) After During the period from the date of this Agreement until the earlier of the Closing or the termination of this AgreementAgreement in accordance with its terms, Sellers Seller shall, and shall cause its Affiliates to, afford to Purchaser and its Representatives of Purchasers reasonable access to the Books books, records, properties and Records employees, in each case solely to the extent relating to the Program Business and solely for purposes of furthering the Transferred Entities’ Businesses Sale and the other transactions contemplated hereby or integration planning relating thereto, during normal business hours consistent with applicable Law hours, upon reasonable written notice and in accordance with the procedures established by SellersSeller; provided, however, that (i) no Seller such access shall not include any environmental sampling or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Datetesting. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree Purchaser further agrees that any permitted investigation undertaken by Purchasers Purchaser pursuant to the access granted under this Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers Program Business. All of the books, records and other information to which Purchaser or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of its Representatives is provided access pursuant to this Section 5.1(a) shall be treated as “Evaluation Material” pursuant to the employees terms of Sellers or the Transferred Entities without Confidentiality Agreement, the prior written consent provisions of Sellerswhich are by this reference hereby incorporated herein. Notwithstanding anything to the contrary in this Agreement, during the period from the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, neither Sellers Seller, nor the Transferred Entities any of its Affiliates, shall be required to provide access to or disclose to Purchaser or its Representatives any information whereif: (i) Seller or any of its Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other hand, are adverse parties in any Action to the extent such information is reasonably pertinent thereto; (ii) upon the advice of counsel, such access or disclosure would jeopardize the attorney-client client, work product or similar privilege of such Party Person or contravene any (A) applicable Laws, (B) Order of a Governmental Entity of competent jurisdiction or (C) obligations of confidentiality (whether contractual or otherwise) (provided that, in the case of the foregoing clause (ii), Seller will use reasonable best efforts to find a suitable alternative to disclose information in such a way that such disclosure does not violate any applicable Law, Order or confidentiality obligations or jeopardize privilege); (iii) such access or disclosure would disclose a trade secret (including source code); (iv) Seller reasonably determines upon the advice of its outside antitrust counsel that such information should not be so disclosed due to its competitively sensitive nature; (v) it relates to the sale process with respect to the Program Business or the possible sale of the Program Business to any other third parties prior to the date hereof; or (vi) it relates to Taxes or Tax Returns other than information solely related to a Transferred Asset or the Program Business. (b) For a period of six (6) years after the Closing, Purchaser shall, and shall cause its Affiliates to, afford to Seller and its Representatives reasonable access to the Transferred Assets (including the Transferred Books and Records, the Transferred Business Employee Records and the Transferred Marketing Materials) and the Transferred Employees to the extent related to the operation of the Program Business prior to the Closing and necessary in connection with any of its, or in the case of an Ancillary Agreement, any of its applicable Affiliates’ agreements, covenants or obligations under this Agreement and any of the Ancillary Agreements (to the extent such Transferred Assets are in Purchaser’s or any of its Affiliates’ possession or control as of such time), during normal business hours and upon reasonable written notice, including in connection with Seller or its Affiliates’ preparation or amendment of Tax Returns, Tax Proceedings, preparation of financial statements or U.S. Securities and Exchange Commission or stock exchange reporting obligations; provided, however, that neither Purchaser, nor any of its Affiliates, shall be required to provide access to or disclose to Seller or its Representatives any information if: (w) upon the advice of counsel, such access or disclosure would jeopardize attorney-client, work product or similar privilege of such Person or contravene any (i) applicable Laws, (ii) Order of a Governmental Entity of competent jurisdiction or (iii) obligations of confidentiality (whether contractual or otherwise) (provided that, in the case of the foregoing clause (w), Purchaser will use reasonable best efforts to find a suitable alternative to disclose information in such a way that such disclosure does not violate any applicable Law, Order or confidentiality obligations or jeopardize privilege); (x) such access or disclosure would disclose a trade secret (including source code) to the extent Seller is not already aware thereof as a result of its prior ownership of the Program Business; (y) Purchaser reasonably determines upon the advice of its outside antitrust counsel that such information should not be so disclosed due to its competitively sensitive nature; or (z) it relates to Taxes or Tax Returns other than information solely related to an Excluded Asset or Excluded Liability. (c) For a period of six (6) years after the Closing, Seller shall, and shall cause its Affiliates to, provide Purchaser with copies of or access to (as determined in the reasonable discretion of Seller) any Books and Records, in each case, to the extent (i) relating to, held for use with or used in connection with the Program Business but which are not Transferred Books and Records and (ii) such Books and Records are in an Asset Selling Entity’s or any of its Affiliates’ possession or control as of such time (such Books and Records, collectively, the “Commingled Books and Records”); provided, that (A) Seller shall not be required to provide copies of or access to any Commingled Books and Records to the extent prohibited by applicable Law or any Order of a Governmental Entity of competent jurisdiction, as determined by Seller in good faith upon the advice of counsel, (B) for the avoidance of doubt, Seller and any of its Affiliates shall be entitled to redact or remove any information in any Commingled Books and Records prior to providing copies or access to Purchaser under this Section 5.1(c) to the extent not relating to, held for use with or used in connection with the Program Business or relating to, held for use with or used in connection with an Excluded Asset or Excluded Liability, (C) Seller shall only be required to provide copies of or access to the Commingled Books and Records that are specifically requested in writing by Purchaser and that have not otherwise been provided to Purchaser in copy form, and (D) Purchaser shall comply with all applicable Data Protection Legislation with respect to such copies or access. (d) For a period of six (6) years after the Closing, Seller shall, and shall cause its Affiliates to, provide Purchaser with copies of or access to (as determined in the reasonable discretion of Seller) the employee or personnel files, in each case, to the extent (i) relating to a Transferred Employee but which are not Transferred Business Employee Records and (ii) such employees or personnel files are in an Asset Selling Entity’s or any of its Affiliates’ possession or control as of such time (such employee or personnel files, collectively, the “Commingled Employee Records”); provided, that (A) Seller shall not be required to provide copies of or access to any Commingled Employee Records to the extent prohibited by applicable Law or any Order of a Governmental Entity of competent jurisdiction, as determined by Seller in good faith upon the advice of counsel, (B) for the avoidance of doubt, Seller and any of its Affiliates shall be entitled to redact or remove any information in any Commingled Employee Records prior to providing copies or access to Purchaser under this Section 5.1(d) to the extent not relating to the Program Business or not relating to any Transferred Employee, (C) Seller shall only be required to provide copies of or access to the Commingled Employee Records that are specifically requested in writing by Purchaser and that have not otherwise been provided to Purchaser in copy form, and (D) Purchaser shall comply with all applicable Data Protection Legislation with respect to such copies or access. (e) Notwithstanding anything to the contrary contained in this Agreement, the Parties acknowledge and agree that Seller and its Affiliates shall be entitled to (i) keep copies of any Transferred Books and Records, any Transferred Business Employee Records, any Transferred Marking Materials, any Transferred Contracts or any other documents or materials transferred to Purchaser as part of the Transferred Assets for operational, legal, Tax, regulatory or record-keeping purposes or in order to comply with applicable Laws, Seller’s or its Affiliates’ internal policies and procedures or any applicable contractual or other similar obligations, subject to the confidentiality and restriction on use obligations hereunder, (ii) redact or remove any information in any such Transferred Books and Records or any other documents or materials transferred to Purchaser as part of the Transferred Assets to the extent not relating to, held for use with or used in connection with the Program Business or (iii) redact or remove any information in the Transferred Business Employee Records to the extent not relating to any Transferred Employee. (f) Purchaser agrees to hold all Transferred Books and Records, the Transferred Business Employee Records, the Transferred Marketing Materials and any other Books and Records transferred to Purchaser or any of its Affiliates as part of the Transferred Assets or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business otherwise existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven six (76) years from the Closing Date or such longer time as may be required by applicable Law, and thereafter, if they desire it desires to destroy or dispose of such Books books and Recordsrecords, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersSeller. Seller agrees to, and shall cause its Affiliates to, hold all Commingled Books and Records, Commingled Employee Records and Privileged Business Documents existing on the Closing and not to destroy or dispose of any thereof for a period of six (6) years from the Closing Date or such longer time as may be required by applicable Law, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Purchaser; provided, that, for the avoidance of doubt, Seller and any of its Affiliates shall be entitled to redact or remove (i) any information in any Commingled Books and Records prior to surrendering them to Purchaser under this Section 5.1(f) to the extent not relating to, held for use with or used in connection with the Program Business or relating to, held for use with or used in connection with an Excluded Asset or Excluded Liability prior to surrendering them to Purchaser, (ii) any information in any Commingled Employee Records prior to surrendering them to Purchaser under this Section 5.1(f) to the extent not relating to the Program Business or not relating to any Transferred Employee and (iii) any information in any Privileged Business Documents prior to surrendering them to Purchaser under this Section 5.1(f) to the extent not relating to any Pre-Closing Business Action or not reasonably necessary for Purchaser to prosecute, contest or defend such Action. (g) From and after the Closing, subject to, at the written request of Seller, the execution of a customary common interest or similar agreement by Purchaser or the taking of such other actions by Purchaser as Seller deems reasonably necessary to preserve any attorney-client, work product or similar privilege, Seller shall, and shall cause its applicable Affiliates to, provide Purchaser with copies of or access to (as determined in the reasonable discretion of Seller) the portion of any Privileged Seller Documents that are (i) reasonably necessary (as determined by Seller in good faith) for Purchaser to prosecute, contest or defend any Action that is pending or threatened prior to the Closing and is Related to the Business or would otherwise constitute an Assumed Liability (such Actions, collectively, the “Pre-Closing Business Actions”) and (ii) in Seller or one of its Affiliates’ possession or control as of such time (such documents, the “Privileged Business Documents”); provided, further, that (A) Seller shall not be required to provide copies of or access to any Privileged Business Documents to the extent prohibited by applicable Law or any Order of a Governmental Entity of competent jurisdiction or to the extent that doing so could result in the waiver of any attorney-client, work product or similar privilege (notwithstanding the delivery of a common interest agreement or similar agreement or the taking of such other actions by Purchaser as contemplated under this Section 5.1(g)), in each case, as determined by Seller in good faith upon advice of counsel, provided, that Seller will use reasonable best efforts to find a suitable alternative to disclose information in such a way that such disclosure does not violate any applicable Law or Order or jeopardize privilege, (B) for the avoidance of doubt, Seller and any of its Affiliates shall be entitled to redact or remove any information in any Privileged Business Documents prior to providing copies or access to Purchaser under this Section 5.1(g) to the extent not relating to the Pre-Closing Business Action or not reasonably necessary for Purchaser to prosecute, contest or defend such Action, (C) Seller shall only be required to provide copies of or access to the Privileged Business Documents that are specifically requested in writing by Purchaser and that have not otherwise been provided to Purchaser in any copy form, and (D) Purchaser shall comply with all applicable Data Protection Legislation with respect to such copies or access. (h) During the period from the date of this Agreement until the earlier of (i) three (3) months following the Closing or (ii) the termination of this Agreement in accordance with its terms, Seller shall, and shall cause its Affiliates to, (A) use reasonable best efforts to furnish Purchaser with financial and other information as promptly as reasonably practicable upon the Purchaser’s written request as may be reasonably necessary for Purchaser to prepare a pro forma consolidated balance sheet and related pro forma consolidated statement of income of Purchaser and its Subsidiaries giving effect to the transactions contemplated hereby that may be required pursuant to Regulation S-X under the Securities Act, and (B) reasonably assist Purchaser with Purchaser’s preparation of such pro forma financial statements upon reasonable written notice and during normal business hours.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers Parent shall, and shall cause its Subsidiaries to, afford to Representatives representatives of Purchasers Purchaser, during normal business hours, upon reasonable notice, reasonable access to the Books books, records, properties and Records of employees of, prior to the Closing, the Transferred Entities’ Businesses during normal business hours Companies and their respective Subsidiaries and, prior to and at and after the Closing (with respect to the Business), Parent and its Subsidiaries (other than the Transferred Companies and their respective Subsidiaries) consistent with applicable Law and in accordance with the procedures established by SellersParent; provided, however, that (i) no Seller or Transferred Entity nothing in this Agreement shall be required to violate any obligation limit Purchaser’s rights of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Datediscovery. Any information provided to Purchasers Purchaser or their Representatives its representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall shall, prior to Closing, be held by Purchasers Purchaser and their Representatives its representatives in accordance with, shall be considered “Confidential Information” under, and shall be subject to the terms of, the Confidentiality AgreementAgreements. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing DateClosing, Purchasers Purchaser shall, and shall cause their Affiliates its Subsidiaries to, afford Sellers Parent and their its representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity Company and its Subsidiaries to the extent that such access may be reasonably requested by SellersParent consistent with applicable Law and in accordance with procedures established by Purchaser, including in connection with financial statements and SEC reporting obligations; provided, however, that nothing in this Agreement shall limit any of Parent’s rights of discovery. Parent agrees that it will and will cause its Subsidiaries to hold, and will use reasonable best efforts to cause its and their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless and only to the extent legally required to disclose (and in any such case, Parent shall, prior to disclosing such information, give prompt notice to Purchaser in order that it may seek a protective order or other appropriate remedy and reasonably cooperate, at Purchaser’s expense, with Purchaser in seeking to obtain such order or remedy), all confidential documents and information concerning any Transferred Company or the Business provided to it pursuant to this Section 5.1(b) or otherwise in any of their possession, except to the extent that such information (i) is or becomes generally available to the public other than as a proceeding before result of disclosure by Parent or its Subsidiaries, or its or their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents in violation of the Independent Accounting Firm confidentiality obligations set forth in this Section 5.1(b), (ii) becomes available to Parent or its Subsidiaries on a non-confidential basis from sources other than Purchaser or any Transferred Company or (iii) is independently developed by Parent or any of its Subsidiaries on its own behalf without use of any of the confidential information and without violating any of Parent’s obligations under this Section 2.5(d5.1(b). (dc) Purchasers The parties to this Agreement agree to hold all the Books books and Records records of each Transferred Entity’s Business Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire either party desires to destroy or dispose of such Books books and Recordsrecords, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersthe other party.

Access to Books and Records. (ai) After the date of this Agreement until the earlier of the Closing Maintain or termination of this Agreement, Sellers shall afford cause to Representatives of Purchasers reasonable access to the Books be maintained at all times true and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law complete books and records in accordance with GAAP of the procedures established financial operations of the Borrowers and the Guarantors; and provide the Lenders and their representatives access to all such books and records during regular business hours upon reasonable advance notice, in order that the Lenders may examine and make abstracts from such books, accounts, records and other papers for the purpose of verifying the accuracy of the various reports delivered by Sellers; provided, however, that (i) no Seller the Borrowers or Transferred Entity shall be required the Guarantors to violate any obligation of confidentiality to which a Seller the Administrative Agent or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement and to discuss the affairs, finances and condition of the Borrowers and the Guarantors with the officers and independent accountants of the Borrowers; provided that the Borrowers shall have the right to be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreementpresent at any such visit or inspection. (bii) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant Grant the Lenders access to and the access granted under Section 5.1(a) shall be conducted in such a manner as not right to interfere unreasonably with the operation inspect all reports, audits and other internal information of the Business by Sellers or Borrowers and the Transferred EntitiesGuarantors relating to environmental matters upon reasonable advance notice, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything but subject to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required appropriate limitations so as to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the preserve attorney-client privilege of such Party or any of its Affiliates or contravene any Lawsprivilege. (ciii) At any reasonable time and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, from time to time during normal regular business hours, upon reasonable notice, full access permit the Lenders and/or any representatives designated by the Lenders (including any consultants, accountants, lawyers and appraisers retained by the Lenders) to visit the booksproperties of the Borrowers and the Guarantors to conduct evaluations, recordsappraisals, properties environmental assessments and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including ongoing maintenance and monitoring in connection with financial statements or a proceeding before the Independent Accounting Firm Collateral and all related systems; provided that representatives of the Borrowers shall have the right to be present at any such visit and, unless an Event of Default has occurred and is continuing, such visits permitted under Section 2.5(d)this clause (iii) shall be made no more frequently than once in any three-month period. (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After The Seller agrees to cooperate with the date Buyer and make available to the Buyer, and permit the Buyer to make copies of, all books and records of the Seller relating to the VECTRA Waste Business which are not delivered to the Buyer pursuant to this Agreement until (including, but not limited to, correspondence, memoranda, books of account and the earlier of the Closing or termination of this Agreement, Sellers shall afford like) and relating to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required events occurring prior to violate any obligation of confidentiality the Closing and relating to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), the VECTRA Waste Business and (ii) Sellers shall transactions or events occurring subsequent to the Closing which are related to or arise out of transactions or events occurring prior to the Closing and relating to the VECTRA Waste Business. (b) The Buyer agrees to cooperate with the Seller and to make availableavailable to the Seller, and permit the Seller to make copies of, such documents, books, records or information relating to the Acquired Waste Business Assets or the VECTRA Waste Business prior to the Closing as the Seller may reasonably require after the Closing in connection with any tax determination, matter or claim or contractual obligations to third parties, or cause to defend or prepare for the Transferred Entities defense of any claim against the Seller or to make availableprosecute or prepare for the prosecution of claims against third parties by the Seller relating to the conduct by the Seller of the VECTRA Waste Business or in connection with any governmental investigation of the Seller. (c) The Buyer and the Seller will each direct its employees to render any assistance which the other party may reasonably request in examining or utilizing records referred to in this Section 7.5, Transferred Entity Employee provided that each party shall be reimbursed by the other for any out-of-pocket expenses which it may incur in rendering the services provided for in this Section 7.5. In addition, to the extent that any records referred to in this Section 7.5 retained by the Seller and any records referred to in this Section 7.5 transferred to the Buyer are located in the same third-party storage facilities, the Buyer and the Seller shall enter into mutually acceptable arrangements regarding the sharing of costs, security procedures and similar matters. In addition, to the extent that either the Buyer or the Seller concludes at any time more than sixty (60) days after the Closing Date in its reasonable judgment that its personnel have been devoting significantly more time providing the services referred to in paragraph (a) or paragraph (b) above than the personnel of the other party, the Buyer and the Seller will agree on mutually acceptable reimbursement provisions to reflect such disparity. (d) The Buyer and the Seller each agrees to preserve and protect all books, records, files only and data referred to in Section 1.1(j), paragraph (a) above or paragraph (b) above for a period of two (2) years after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers During such period the Buyer and their Representatives in accordance with, shall be considered under, and shall be subject the Seller will not destroy any such records without giving at least thirty (30) days' notice to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in other party. Upon receipt of such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counselnotice, such access other party may (i) cause to be delivered to it the records intended to be destroyed, at such other party's expense or disclosure would jeopardize (ii) notify the attorney-client privilege first party that such other party will pay the cost of storing and maintaining such books and records (including any necessary costs of moving such books and records to a location under control of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(dother party). (de) Purchasers agree The Seller will keep all information referred to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersthis Section 7.5 confidential in accordance with Section 10.1.

Access to Books and Records. (a) After Seller shall use commercially reasonable efforts to deliver, or cause to be delivered, to Purchaser, within forty-five (45) days after the Closing Date, all material files, books, records, information and data relating to the Business that are in the possession or control of the Seller Group; provided that such access shall not be construed to require the disclosure of records that would cause the waiver of any attorney-client, work product or like privilege; provided, further that in the event of any litigation nothing herein shall limit any Party’s rights of discovery under applicable Law. (b) Seller shall (and shall cause the members of the Alkali Group to), to the extent permitted by applicable Law, afford to representatives of Purchaser reasonable access to (i) from and after the date of this Agreement until to the earlier date that is five (5) years from the Closing Date, the books and records of the Closing or termination members of the Alkali Group not delivered to Purchaser under Section 6.1(a), if applicable, and (ii) from and after the date of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access Agreement to the Books and Records Closing Date, with Seller’s prior written consent (not to be unreasonably withheld), the assets, employees of the Transferred Entities’ Businesses Alkali Group, properties, facilities, data and such additional financial and operating data (and other information regarding the Alkali Group (or true, accurate and complete copies thereof) as Purchaser or such representatives may reasonably request from time to time) of the members of the Alkali Group, in each case, during normal business hours consistent with applicable Law hours, upon reasonable notice and in accordance with the reasonable procedures established by SellersSeller; provided, however, that (iA) no neither the Seller or Transferred Entity nor any member of the Alkali Group shall be required to violate any obligation of written confidentiality agreement with a third party to which a Seller or a Transferred Entity or any such member of their respective Affiliates the Alkali Group, respectively, may be subject in discharging their its obligations pursuant to this Section 5.1(a6.1(a), and ; (iiB) Sellers Seller shall make available, or cause the Transferred Entities members of the Alkali Group to make available, Transferred Entity Employee the personnel files of the employees of the Alkali Group only after the Closing Date. Any information provided ; (C) prior to Purchasers the Closing Date, Purchaser shall not conduct any sampling of soil, sediment, surface water, ground water or their Representatives in accordance with this Section 5.1 building material at, on, or otherwise pursuant to this Agreement under the Real Property or within any facility on the Real Property and (D) neither the Seller nor any member of the Alkali Group shall be held by Purchasers and their Representatives required to conduct, or assist the Purchaser in accordance withconducting, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreementany physical count of inventory. (bc) Purchasers agree Purchaser agrees that any permitted investigation undertaken by Purchasers Purchaser pursuant to the access granted under Section 5.1(a6.1(b) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entitiesmembers of the Alkali Group, and Purchasers Purchaser and their its representatives shall not communicate with any of the directors, officers or other employees of Sellers Seller or the Transferred Entities members of the Alkali Group (other than in the ordinary course of business not related to the Sale and, subject to the restrictions of Section 6.1(b), the employees of the Alkali Group) without the prior written consent of SellersSeller, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary in this Agreement, neither Sellers Seller nor any member of the Transferred Entities Alkali Group shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize or would reasonably be expected to result in the loss of the attorney-client privilege of such Party or any of its Affiliates party (provided that such information may be provided to Purchaser’s counsel on a counsel only basis) or contravene any applicable Laws. (cd) At and after the Closing to the date that is five (5) years from the Closing Date, Purchasers Purchaser shall, and shall cause their Affiliates its Subsidiaries to, afford Sellers Seller and their its representatives, during normal business hours, upon reasonable notice, full access to the books, records (excluding employee and personnel records), properties and employees of each Transferred Entity member of the Alkali Group, solely to the extent that such access relating to events, occurrences or facts arising at or prior to the Closing, as may be reasonably requested by SellersSeller, including in connection with financial statements statements, Taxes and SEC reporting obligations, in each case, during normal business hours, upon reasonable notice and in accordance with reasonable procedures established by Purchaser and its Subsidiaries; provided, however, that nothing in this Agreement shall limit Seller’s rights of discovery; provided further, however, that (i) neither Purchaser nor any member of the Alkali Group shall be required to violate any written confidentiality agreement with a third party to which Purchaser or such member of the Alkali Group, respectively, may be subject in discharging its obligations pursuant to this Section 6.1(d), (ii) Seller agrees that any permitted investigation undertaken by Seller pursuant to the access granted under this Section 6.1(d) shall be conducted in such a proceeding before manner as not to interfere unreasonably with the Independent Accounting Firm members of the Alkali Group from and after the Closing, (iii) Seller shall not conduct any sampling of soil, sediment, surface water, ground water or building material at, on, or under the Real Property or within any facility on the Real Property and (iv) neither Purchaser nor any member of the Alkali Group shall be required to conduct, or assist Seller in conducting, any physical count of inventory. Notwithstanding anything to the contrary contained in this Agreement, the Parties acknowledge and agree that, subject to Section 2.5(d)6.2, Seller may retain copies of any books and records, Contracts or any other documents or materials transferred to Purchaser as part of the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, neither Purchaser nor any member of the Purchaser Group shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would result in the loss of the attorney-client privilege of such party (provided that such information may be provided to Seller’s counsel on a counsel only basis) or contravene any applicable Laws. (de) Purchasers agree Each Party agrees to hold all the Books books and Records records of each Transferred Entity’s Business member of the Alkali Group existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by applicable Law, and thereafterprior thereto, if they desire it desires to destroy or dispose of such Books books and Recordsrecords, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersthe other Party.

Access to Books and Records. (a) After From the date of this Agreement hereof until the Closing Date or the earlier of the Closing or termination of this Agreement, the Sellers shall afford to Representatives of Purchasers reasonable access to cause the Books and Records of the Transferred Entities’ Businesses during normal business hours Company, consistent with applicable Law Law, to provide the Purchaser and its authorized representatives with reasonable access at all reasonable times and upon reasonable advance notice to the offices, properties, books and records (including all contracts that have been terminated or otherwise have expired) of the Company and its Subsidiaries in accordance with order for the procedures established by SellersPurchaser to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company and its Subsidiaries; provided, however, that such access does not unreasonably interfere with the normal operations of the Company (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms ofof any Leases); provided, further, that all requests for access shall be directed to directed to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at ▇▇▇▇▇▇ Middle Market LLC (as representative for the Sellers) or such other person(s) as the Sellers may designate from time to time; and provided, further, that such access shall not extend to any sampling or analysis of soil, groundwater, building materials, indoor air, or other environmental media of the sort generally referred to as a “Phase II” environmental investigation. Neither the Company nor the Sellers makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 8.02, and neither the Purchaser may rely on the accuracy of any such information, in each case, other than the representations and warranties of the Sellers expressly and specifically set forth in Article V and Article VI, as qualified by the Disclosure Schedules. The information provided pursuant to this Section 8.02 will be used solely for the purpose of effecting the transactions contemplated hereby, and will be governed by all the terms and conditions of the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. From and after the Closing, (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers Buyer shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shallafford, and shall cause their its Affiliates to(including the Acquired Companies and the Acquired Company Subsidiaries) to afford, afford to Sellers and any Affiliates of Sellers, and their respective counsel and accountants and other representatives, during normal business hours, upon reasonable notice, full access to inspect, audit and take copies of the booksbooks and records of the Acquired Companies and the Acquired Company Subsidiaries with respect to the period prior to the Closing Date and (b) Buyer shall cause, recordsand shall cause its Affiliates to cause, properties its employees to cooperate, to the fullest extent practicable, with Sellers and employees of their Affiliates, in each Transferred Entity case with respect to the foregoing clauses (a) and (b), to the extent that such access may be reasonably requested required by Sellers or any Affiliate of Sellers, including the investigation, defense, prosecution, litigation and final disposition of any claims (including indemnification claims by Sellers or their Affiliates pursuant to the Ohio Casualty Agreement or the Zurich Agreement and any matters with respect to which Sellers are providing indemnification to any Buyer Indemnified Party pursuant to this Agreement or any Ancillary Document) that might have been or might be made by or against Sellers or any Affiliate of Sellers in connection with financial statements the business of the Acquired Companies and the Acquired Company Subsidiaries. Such cooperation shall include, without limitation, the execution of affidavits, appearances, testimony and production of documents pursuant to federal and state criminal and civil subpoenas, depositions, interrogatories and other requests. Buyer shall not, and shall cause its Affiliates not to, dispose of, alter or a proceeding before destroy any such books and records until the Independent Accounting Firm under Section 2.5(d). later of (di) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from after the Closing Date or such longer time as may be required by LawDate, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least (ii) sixty (60) days prior after giving written notice to Sellers which notice shall permit Sellers, at their expense, to examine, duplicate or repossess such destruction books and records and (iii) the time specified in the applicable Insurance Company’s record retention guidelines as in effect on the date hereof. Notwithstanding the foregoing, this Section 4.7 shall not apply to the Tax Returns and other materials covered by Section 9.6. Sellers shall maintain and shall cause their Affiliates to maintain, the confidentiality of any documents or disposition information provided pursuant to surrender them this Section 4.7 that are subject to Sellersan attorney-client or other legal privilege or subject to an obligation of confidentiality or privacy.

Access to Books and Records. (a) After From the date of this Agreement until the earlier of to the Closing Date, Trimble and the Company shall, and shall cause the other Transferred Subsidiaries or termination other Subsidiaries of this AgreementTrimble that own any Business Assets or operate the Business to, Sellers shall to the extent permitted by applicable Law, afford to Representatives of Purchasers AGCO reasonable access to the Books books, records (including employee and Records personnel records), properties, assets (including, for the avoidance of doubt, the Transferred Entities’ Businesses Covered Contracts) and employees, in each case to the extent related to the Company, the Business, the Business Assets or the Assumed Liabilities, during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellershours, upon reasonable advance written notice; provided, however, that prior to the Closing, AGCO shall not have the right and shall not conduct any environmental testing or sampling, and shall not conduct any subsurface, soil, water, ground water or other testing or sampling, pursuant to such access without receiving ▇▇▇▇▇▇▇’▇ prior written consent therefor (i) no Seller which shall not be unreasonably withheld, conditioned or delayed); provided, further, that none of Trimble, the Transferred Entity Subsidiaries or other Subsidiaries of Trimble that owns any Business Assets or operate the Business shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates Person may be subject in discharging their its obligations pursuant to this Section 5.1(a7.1(a); provided, further, that Trimble and (ii) Sellers AGCO shall make available, or cause the Transferred Entities cooperate in seeking to make available, Transferred Entity Employee personnel files only after the Closing Date. Any find a way to allow disclosure of as much of such information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject as is reasonably practicable to the terms of, extent doing so would not (in the Confidentiality Agreementgood faith belief of Trimble) be likely to result in the violation of any such confidentiality obligation. (b) Purchasers agree AGCO agrees that any permitted investigation undertaken by Purchasers AGCO pursuant to the access granted under Section 5.1(a7.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business or any retained business of the Trimble Group by Sellers Trimble or its Subsidiaries (including the Transferred EntitiesCompany), and Purchasers AGCO and their representatives its Representatives shall not communicate with any of the employees of Sellers or the Transferred Entities not, without the prior written consent of SellersTrimble (not to be unreasonably withheld, conditioned or delayed) (i) communicate with any of the directors, officers or other employees of Trimble or any of its Subsidiaries or (ii) communicate with any customers, vendors or clients of the Business, in each case, solely with respect to the Business or the transactions contemplated by this Agreement or the Ancillary Agreements (for the avoidance of doubt, excluding any communications with customers, vendors or clients of the Business in the ordinary course of Business of AGCO and its Affiliates that are unrelated to the transactions contemplated by this Agreement or the Ancillary Agreement). Notwithstanding anything to the contrary in this Agreement, neither Sellers nor none of the Transferred Entities Company, Trimble or any of their respective Subsidiaries shall be required to provide access to or disclose information pursuant to Section 7.1(a), that (x) where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or contravene any applicable Law, (y) is related to ▇▇▇▇▇▇▇’▇ or the Company’s evaluation or consideration of the transactions contemplated hereby or (z) constitutes a Trade Secret; provided, that, if there is any limit to AGCO’s right to access or information pursuant to clause (x) or (z) of this Section 7.1(b), Trimble shall use its reasonable best efforts to develop an alternative to providing such access or information to AGCO so as to address such lack of access or information in a manner reasonably acceptable to AGCO. Notwithstanding the foregoing, auditors and accountants of Trimble and the Company or any of its Affiliates their Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access in form and substance reasonably acceptable to such auditors or contravene any Lawsaccountants. (c) At and after From the date of this Agreement to the Closing Date, Purchasers AGCO shall, and shall cause their Affiliates the JCA Entities and its Subsidiaries to, to the extent permitted by applicable Law, afford Sellers to Representatives of Trimble reasonable access to the relevant portions of books, records (including employee and personnel records), properties and employees, in each case to the extent related to the JCA Entities, during normal business hours, upon reasonable advance written notice; provided, however, that Trimble shall not have the right and shall not conduct any environmental testing or sampling and shall not conduct any subsurface, soil, water, ground water or other testing or sampling, without receiving AGCO’s prior written consent therefor (to be given or withheld in AGCO’s sole discretion for any reason or no reason); provided, further, that none of AGCO Group or any of the JCA Entities shall be required to violate any obligation of confidentiality to which AGCO or any of the JCA Entities may be subject in discharging its obligations pursuant to this Section 7.1(c); provided, further, that AGCO and Trimble shall cooperate in seeking to find a way to allow disclosure of as much of such information as is reasonably practicable to the extent doing so would not (in the good faith belief of AGCO) be likely to result in the violation of any such confidentiality obligation. (d) Trimble agrees that any permitted investigation undertaken by Trimble pursuant to the access granted under Section 7.1(c) shall be conducted in such a manner as not to interfere unreasonably with the operation of the JCA Entities, and Trimble and its Representatives shall not, without the prior written consent of AGCO (not to be unreasonably withheld, conditioned or delayed) (i) communicate with any of the directors, officers or other employees of AGCO or any of its Subsidiaries or (ii) communicate with any customers, vendors or clients of the JCA Entities, in each case, solely with respect to the JCA Entities or the transactions contemplated by this Agreement or the Ancillary Agreements (for the avoidance of doubt, excluding any communications with customers, vendors or clients of the JCA Entities in the ordinary course of Business of Trimble and its Affiliates that are unrelated to the transactions contemplated by this Agreement or the Ancillary Agreement). Notwithstanding anything to the contrary in this Agreement, neither AGCO nor any of their representativesrespective Subsidiaries shall be required to provide access to or disclose information pursuant to Section 7.1(c), that (x) where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or contravene any applicable Law, (y) is related to AGCO’s evaluation or consideration of the transactions contemplated hereby or (z) constitutes a Trade Secret; provided, that, if there is any limit to ▇▇▇▇▇▇▇’▇ right to access or information pursuant to clause (x) or (z) of this Section 7.1(d), AGCO shall use its reasonable best efforts to develop an alternative to providing such access or information to Trimble so as to address such lack of access or information in a manner reasonably acceptable to Trimble. Notwithstanding the foregoing, auditors and accountants of AGCO or any of its Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access in form and substance reasonably acceptable to such auditors or accountants. (e) For six (6) years from the Closing Date, the Company shall, to the extent permitted by applicable Law, afford to Representatives of Trimble reasonable access to the relevant portions of books and records of the Business and the Company Group during normal business hours, upon reasonable notice, full in connection with (i) the preparation of financial statements and SEC reporting obligations or (ii) the defense or assertion of claims against third parties (other than the Company Group and its Subsidiaries); provided, however, that (x) the Company Group shall not be required to violate any written confidentiality agreement with a third party to which the Company or its Subsidiaries may be subject in discharging its obligations under this Section 7.1 (provided, that the Company Group shall not enter into any written confidentiality agreement with a third party which would prohibit the Company from otherwise complying with its obligations under this Section 7.1) and (y) Trimble agrees that any permitted investigation undertaken by Trimble pursuant to the access granted under this Section 7.1 shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business by the Company from and after the Closing. Notwithstanding the foregoing, (i) neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information pursuant to this Section 7.1(e) where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any applicable Laws, and (ii) auditors and accountants of the Company or any of its Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access in form and substance reasonably acceptable to such auditors or accountants. (f) For six (6) years from the Closing Date, Trimble shall, to the extent permitted by applicable Law, afford to Representatives of the Company reasonable access to the relevant portions of books, records (including employee and personnel records), properties and employees of each Transferred Entity of, or related to, the Business and (to the extent that such access may be reasonably requested by Sellersrelated to the Business) Trimble during normal business hours, including upon reasonable notice, in connection with (i) the preparation of financial statements and SEC reporting obligations or (ii) the defense or assertion of claims against third parties (other than Trimble and its Subsidiaries); provided, however, that (x) Trimble shall not be required to violate any written confidentiality agreement with a proceeding before third party to which Trimble or its Subsidiaries may be subject in discharging its obligations under this Section 7.1 and (y) the Independent Accounting Firm Company agrees that any permitted investigation undertaken by the Company pursuant to the access granted under this Section 2.5(d)7.1(f) shall be conducted in such a manner as not to unreasonably interfere with ▇▇▇▇▇▇▇’▇ business operations from and after the Closing; provided, further, that Trimble on the one hand and the Company on the other hand shall cooperate in seeking to find a way to allow disclosure of as much of such information as is reasonably practicable to the extent doing so would not (in the good faith belief of Trimble) be likely to result in the violation of any such confidentiality obligation. Notwithstanding the foregoing, (i) neither Trimble nor any of its Subsidiaries shall be required to provide access to or disclose information pursuant to this Section 7.1(f) where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of Trimble or any of its Subsidiaries or contravene any applicable Laws, and (ii) auditors and accountants of Trimble or any of its Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access in form and substance reasonably acceptable to such auditors or accountants. (dg) Purchasers agree The Company agrees to hold all the Books books and Records records of each Transferred Entity’s Business existing on the Closing Date Company and not to destroy or dispose of any thereof (subject to the Company’s ordinary course document retention policies) for a period of seven six (76) years from the Closing Date or such longer time as may be required by applicable Law, . Trimble agrees to hold all the books and thereafter, if they desire records relating to the Business existing on the Closing Date but not transferred to the Company and not to destroy or dispose of any thereof (subject to the Company’s ordinary course document retention policies) for a period of six (6) years from the Closing Date or such Books longer time as may be required by applicable Law. AGCO agrees to hold all the books and Records, records relating to offer first in writing at least sixty the JCA Business or the JCA Entities existing on the Closing Date but not transferred to the Company and not to destroy or dispose of any thereof for a period of six (606) days prior to years from the Closing Date or such destruction or disposition to surrender them to Sellerslonger time as may be required by applicable Law.

Access to Books and Records. (a) After the date Each Loan Party will make and keep books, records and accounts in which full, true and correct entries in conformity with GAAP are made of this Agreement until the earlier all financial dealings and transactions in relation to its business and activities, including, without limitation, an accurate and fair reflection of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books transactions and Records dispositions of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with assets of the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality AgreementLoan Parties. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant Each Loan Party will permit, to the access granted under Section 5.1(aextent not prohibited by applicable law or contractual obligations (including all confidentiality obligations set forth in the AAdvantage Agreements), any representatives designated by the Administrative Agent or any Governmental Authority that is authorized to supervise or regulate the operations of a Lender, as designated by such Lender, upon reasonable prior written notice and, so long as no Event of Default has occurred and is continuing, at no out-of-pocket cost to any Loan Party and not more than once per fiscal year, to (x) visit and inspect the Collateral (excluding the AAdvantage Agreements), (y) examine its books and records (excluding the AAdvantage Agreements) and (z) discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours (it being understood that a representative of American will be present); provided that if an Event of Default has occurred and is continuing, the Loan Parties shall be conducted in such a manner as not to interfere unreasonably with responsible for the operation reasonable costs and expenses of any visits of the Business by Sellers or Administrative Agent and the Transferred EntitiesLenders, acting together (but not separately); provided, further, that with respect to Collateral and Purchasers matters relating thereto, the rights of Administrative Agent and their representatives the Lenders under this Section 5.14 shall not communicate with any be limited to the following: upon the request of the employees of Sellers or Administrative Agent, the Transferred Entities without applicable Grantor will permit the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party Administrative Agent or any of its Affiliates agents or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, at reasonable times and intervals upon reasonable prior notice, to (x) visit during normal business hourshours its offices and sites and (y) inspect any documents (excluding the AAdvantage Agreements) relating to (i) the existence of such Collateral, upon reasonable notice(ii) with respect to Collateral, full access the condition of such Collateral, and (iii) the validity, perfection and priority of the Liens on such Collateral, and to the booksdiscuss such matters with its officers, records, properties and employees of each Transferred Entity except to the extent that the disclosure of any such access may be reasonably requested by Sellers, document or any such discussion would result in the applicable Grantor’s violation of its contractual (including all confidentiality obligations set forth in the AAdvantage Agreements) or legal obligations. All confidential or proprietary information obtained in connection with financial statements any such visit, inspection or a proceeding before discussion shall be held confidential by the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree Administrative Agent and each agent or representative thereof and shall not be furnished or disclosed by any of them to hold all the Books anyone other than their respective bank examiners, auditors, accountants, agents and Records of each Transferred Entity’s Business existing on the Closing Date legal counsel, and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time except as may be required by Lawan order of any court or administrative agency or by any statute, rule, regulation or order of any Governmental Authority. None of Parent or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter pursuant to this Section 5.14 (i) except after the occurrence of an Event of Default and thereafterof the exercise of remedies hereunder, if they desire that constitutes non-registered AAdvantage Intellectual Property, non-financial Trade Secrets (including the AAdvantage Customer Data) or non-financial proprietary information, including the AAdvantage Agreements, (ii) in respect of which disclosure to destroy Administrative Agent or dispose of such Books and Recordsany Lender (or their respective designees or representatives) is prohibited by law or any binding agreement (or would otherwise cause a breach or default thereunder), (iii) that is Excluded Intellectual Property or an AAdvantage Agreement, or (iv) that is subject to offer first in writing at least sixty (60) days prior to such destruction attorney-client or disposition to surrender them to Sellerssimilar privilege or constitutes attorney work product.

Access to Books and Records. (a) After Until the date later of this Agreement until the earlier tenth anniversary of the Closing or termination such longer period as may be required by any Governmental Entity or requested by Seller in connection with any Litigation Matter (provided that Seller shall give Buyer 30 days’ notice prior to such tenth anniversary of any such request), Buyer and its Affiliates shall afford promptly to Seller and its Affiliates and their respective Representatives access to the books and records, officers, employees, auditors and other advisors of the Transferred Companies relating to periods prior to and including the Closing Date to the extent reasonably required by Seller to enable it and its auditors to prepare (at Seller’s sole cost and expense) an audited consolidated balance sheet of the Company as of the Closing Date prepared in accordance with IFRS and for any other lawful business purpose relating to Seller’s prior ownership of the Transferred Companies, whether or not related to this Agreement, Sellers shall afford to Representatives including any claims made by or against Seller or any of Purchasers reasonable access its Affiliates, whether involving any Governmental Entity or third party (including, in respect to the Books and Records Litigation Matters set forth in Section 9.1(a) of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law Disclosure Schedule and in accordance with any other Litigation Matters described below (collectively, the procedures established by Sellers“Seller Litigation Matters”), disputes, compliance, financial reporting (including financial audits of historical information), regulatory, Tax and accounting matters; provided, however, that (i) no Seller or Transferred Entity access to books and records relating to Taxes shall be required to violate any obligation of confidentiality to which a governed exclusively by Section 10.6. Seller or a Transferred Entity or any of their respective and its Affiliates may be subject retain copies of all information and records relating to the Seller Litigation Matters, to the extent reasonably necessary as determined by Seller in discharging their obligations pursuant to this Section 5.1(a), its sole discretion. Buyer and its Affiliates (ii) Sellers shall make available, or cause including the Transferred Entities to make available, Transferred Entity Employee personnel files only Companies after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers ) and their Representatives and counsel will use commercially reasonable efforts to neither dispose of nor destroy any of the books and records delivered to Buyer in accordance withconnection with the Closing or the Seller Litigation Matters without first offering to turn over possession thereof to Seller, shall be considered underby written notice to Seller to the extent practicable at least 30 days prior to the proposed date of such disposition or destruction. Buyer shall, and shall be subject cause the Transferred Companies to, implement an internal process to ensure the deletion of all data relating to Seller or its Affiliates from any computers, hard drives or other similar electronic devices prior to disposing of any such device, and such internal process shall conform in all material respects to the terms ofinternal process currently in place at the Transferred Companies for deletion of data prior to disposition of such devices; provided, however, for the Confidentiality Agreementavoidance of doubt, that such deletion shall be made only after assurance that any such data relating to Seller or its Affiliates is retained by the Buyer or the Transferred Companies. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At From and after the Closing Date, Purchasers shall, Buyer shall reasonably cooperate (and shall cause the Transferred Companies to cooperate) with Seller in the defense or prosecution of any Litigation Matter whether instituted or threatened before or after the Closing Date against, by or on behalf of Seller, including any Litigation Matters against Seller’s Affiliates, officers, directors, or employees, relating to or arising out of the conduct of the business of Seller or any of its Affiliates prior to or after the Closing Date (including without limitation the Seller Litigation Matters, and other than litigation among Seller and Buyer and/or their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to arising out of the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested transactions contemplated by Sellers, including this Agreement). Cooperation in connection with financial statements any such Litigation Matters shall include making any employee or former employee of the Seller or any of its Affiliates employed by a Transferred Company or Buyer available (upon reasonable notice and without unreasonably interfering with his or her professional obligations); to meet with Seller and its Affiliates and Representatives, regarding any matters in which he or she has been involved; to help Seller prepare for any proceeding before the Independent Accounting Firm under (including, without limitation, depositions, consultation, discovery or trial); to provide truthful affidavits; and to assist with any audit, inspection, proceeding, investigation or other inquiry. Seller shall reimburse Buyer for any reasonable documented expenses incurred in providing such cooperation. For purposes of this Section 2.5(d)5.5, “Litigation Matter” means any litigation, compliant, hearing, indictment, settlement, audit, claim, action, suit or proceeding, demand, grievance, citation, summons, subpoena, charge, inquiry, arbitral action, governmental inquiry, criminal prosecution or other investigation. (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After From the date of this Agreement hereof until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full the Company shall provide Buyer and its authorized representatives (“Buyer’s Representatives”) with access as reasonably requested by Buyer to the booksoffices, recordspersonnel, properties advisors, properties, books and employees records of each Transferred Entity the Company and its Subsidiaries to the extent relating to the transition of the Company’s business to Buyer; provided that such access does not unreasonably interfere with the normal operations of the Company; provided further that all requests for such access shall be directed to ▇▇▇▇▇▇▇ Stocks at ▇▇▇▇▇▇▇▇▇ & Company, Inc. or such other Person as the Company may designate in writing from time to time. To the extent the Company reasonably believes in good faith that disclosure of information to Buyer otherwise required by this Agreement would result in the loss of the attorney client privilege, the Company shall inform Buyer that it is not disclosing information to Buyer based on such concern but the Company shall disclose all information related thereto that the Company can disclose without the loss of such privilege as advised by counsel. The Company shall promptly and, in any event, before Closing, enter into a joint defense agreement with Buyer to allow for disclosure of such privileged information, such agreement in form and substance mutually agreed upon by Buyer and the Company acting reasonably in good faith. Neither the Company nor Seller make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.02, and Buyer may not rely on the accuracy of any such information, in each case other than as expressly set forth in Seller’s and the Company’s representations and warranties contained in Article III and Article IV and as provided in Section 6.07. The information provided pursuant to this Section 6.02 will be reasonably requested used solely for the purpose of effecting the transactions contemplated hereby, and will be governed by Sellersall the terms and conditions of the Confidentiality Agreement, including in connection with financial statements or a proceeding before dated May 13, 2008, by and between Seller and Code ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLC (as amended, modified and supplemented from time to time, including, without limitation, all addendums, the Independent Accounting Firm under Section 2.5(d“Confidentiality Agreement”). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After From and after the date of this Agreement Effective Time until the earlier six (6) year anniversary of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers the Parent shall, and shall cause their Affiliates the Surviving Company to, afford Sellers provide the Seller Representative and their representativesits authorized Representatives with reasonable access (for the purpose of examining and copying at the Seller Representative’s own cost), during normal business hours, upon reasonable notice, full access to the books, records, properties books and employees records which the Group Companies possess as of each Transferred Entity the Effective Time with respect to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements periods or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree occurrences prior to hold all the Books and Records of each Transferred Entity’s Business existing or on the Closing Date to the extent reasonably related to any Tax audits, Tax Returns, insurance claims, governmental investigations, legal compliance, financial statement preparation or any other similar matter arising from the Common Stockholders’ ownership of the Company prior to the Merger Closing. Unless otherwise consented to in writing by the Seller Representative, the Parent shall not, and shall not to destroy permit the Surviving Company or dispose any of any thereof its Subsidiaries to, for a period of seven six (76) years from following the Closing Date, destroy or delete any of the books and records of any Group Company for any period prior to the Closing Date without first giving reasonable prior notice to the Seller Representative and offering to surrender to the Seller Representative a copy of such books and records or such longer time as any portion thereof which the Parent, the Surviving Company or any of its Subsidiaries may intend to destroy or delete. Notwithstanding anything to the contrary set forth in this Agreement, the disclosure of information contemplated by this Section 7.01 shall not be required by if (i) it would require Parent or any Group Company to disclose information which Parent has reasonably determined upon the advice of counsel could result in the loss of the ability to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which Parent or any of its Affiliates is bound, or would violate any applicable Law, provided, that the Parent and the Group Companies shall reasonably cooperate in good faith to enable the Seller Representative to have permissible access to such information in a manner that would not result in loss of such privilege, conflict with such confidentiality obligations or violation of the Law, and thereafterin the case of confidentiality obligations to a third party, if they desire shall request the consent of the applicable third party to destroy permit such disclosure, in each case, at the Seller Representative’s sole cost and expense, or dispose (ii) the Parent, the Group Companies or any of its or their respective Affiliates, on the one hand, and the Seller Representative, any Securityholder or any of their respective Affiliates, on the other hand, are adverse parties in any Action and such Books and Recordsinformation is reasonably pertinent thereto. Any access to books, to offer first records or personnel of the Group Companies by the Seller Representative in writing at least sixty (60) days prior to such destruction connection with the Closing Statement or disposition to surrender them to Sellersany dispute thereof shall be exclusively governed by Section 1.11.

Access to Books and Records. (a) After Seller recognizes that certain historical and other information to be retained by Seller and the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates Entities may be subject needed by Buyer and its Affiliates in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably connection with the operation of the Business by Sellers after Closing (including for litigation, threatened litigation, Tax and financial audits and other similar purposes). Following the Closing, Seller shall (and shall cause each other Seller Entity to) grant to Buyer and its representatives access and assistance with respect to (subject to any reasonable privilege or confidentiality considerations), during normal business hours and under reasonable circumstances, and the right to make copies of, any Books and Records related to the Business, the Acquired Companies, the Acquired Assets or the Transferred Entities, and Purchasers and their representatives shall not communicate Assumed Liabilities which have been retained by such Seller Entity as may be necessary or useful in connection with any the conduct of the employees of Sellers or Business. If within five (5) years after the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this AgreementClosing, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party a Seller Entity or any of its Affiliates elects to dispose of any such records, such Seller Entity or contravene any Laws. applicable Affiliate shall first give Buyer sixty (c60) At and after days’ prior written notice, during which period Buyer shall have the Closing Dateright to obtain such records without further consideration. Following the Closing, Purchasers shall, Buyer shall (and shall cause their its Affiliates to, afford Sellers ) grant to Seller and their representativesits representatives access and assistance with respect to (subject to any reasonable privilege or confidentiality considerations), during normal business hourshours and under reasonable circumstances, upon reasonable noticeand the right to make copies of, full access any Books and Records related to the booksBusiness, recordsthe Acquired Companies, properties the Acquired Assets or the Assumed Liabilities in the possession of Buyer and employees of each Transferred Entity its Affiliates to the extent that such access may be records are reasonably requested by Sellersnecessary for Seller to prepare and file its Tax Returns, including defend Tax audits, defend against third party claims, or provide or disclose information in connection with financial statements response to a requirement or a proceeding before request of any Governmental Body or securities exchange or market or for any other reasonable purpose. If within five (5) years after the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree Closing, Buyer or any of its Affiliates elects to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date such records, Buyer or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer its applicable Affiliate shall first in writing at least give Seller sixty (60) days days’ prior written notice, during which period Seller shall have the right to obtain such destruction or disposition to surrender them to Sellersrecords without further consideration.

Access to Books and Records. (a) After The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from the date of this Agreement until hereof to the earlier of the Closing or Date and the valid termination of this AgreementAgreement pursuant to Section 7.1, Sellers shall to (i) afford to Representatives of Purchasers Purchaser and its representatives, subject to applicable Law, reasonable access to the Books books and Records records of the Transferred Entities and (ii) furnish to Purchaser and its representatives such other information as Purchaser may from time to time reasonably request regarding the business, properties and personnel of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and , in accordance with the procedures established by Sellers; provided, however, that each case of clauses (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available, Transferred Entity Employee available personnel files only until after the Closing Date. Any information provided to Purchasers or their Representatives such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or otherwise disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered underSection 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of, of the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to From and after the access granted Closing, for a period of seven (7) years, Purchaser shall, and shall cause its Affiliates (including the Transferred Entities) to, provide Sellers and their authorized representatives with access, during normal business hours and upon reasonable notice, under Section 5.1(a) shall be conducted the supervision of the Company’s personnel, and in such a manner as not to interfere unreasonably with hinder the operation normal operations of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party Company or any of its Affiliates Subsidiaries, to (i) the books and records (including audit work papers) (for the purpose of examining and copying) of the Transferred Entities with respect to periods or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access occurrences prior to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not (ii) accountants and employees of Purchaser and its Affiliates (including the Transferred Entities), in each case, solely to destroy or dispose comply with the rules and regulations of any thereof Governmental Entity or applicable Law, discharging its obligations under this Agreement, in connection with financial reporting and tax and accounting matters or in the event of any litigation. Notwithstanding the foregoing provisions of this Section 5.2(b) the Purchaser shall not be required by this Section 5.2(b) to (and shall not be required to cause the Transferred Entities and its and their representatives to) grant access or disclose information to Sellers or any of their respective representatives that Purchaser or any Transferred Entity reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, the Purchaser shall give written notice to Seller of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Unless otherwise consented to in writing by Sellers, Purchaser shall not, and shall not permit any of its Affiliates to, for a period of seven (7) years from following the Closing Date (or such longer time as may be required by Law), destroy, alter or otherwise dispose of any of the books and thereafterrecords of the Transferred Entities for any period prior to the Closing Date without first giving reasonable prior written notice to Sellers and offering to surrender to Sellers such books and records or any portion thereof that Purchaser or any of its Affiliates may intend to destroy, if they desire to destroy alter or dispose of. In the event of such Books any conflict between this Section 5.1 and RecordsSection 9.4, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersSection 9.4 shall control.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers The Ceding Company shall afford to Representatives of Purchasers reasonable access to maintain the Books and Records (a) in accordance with any and all Applicable Law and (b) with a degree of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law care and diligence similar to that used for its other businesses for its own account and in accordance with its internal record retention procedures and policies of its other businesses. The Reinsurer and its Representatives shall have the procedures established by Sellersright to inspect, audit and make copies of, not more than once per calendar year (or (i) in the event the Ceding Company is in breach of its obligations under Article VII, not more than once per calendar quarter, upon delivery of notice from the Reinsurer to the Ceding Company of the alleged breach, together with reasonable supporting detail in respect thereof and (ii) with respect to the Reinsurer’s right to audit and inspect the Ceding Company’s compliance with Section 2.09, not more than twice per calendar year (but in the event the Ceding Company is in breach of its obligations under Section 2.09, not more than once per calendar quarter, upon delivery of notice from the Reinsurer to the Ceding Company of the alleged breach, together with reasonable supporting detail in respect thereof)), at reasonable times and upon reasonable prior notice, the Books and Records in the possession, custody or control of the Ceding Company, its Affiliates and its or their respective Representatives and access to appropriate personnel of the Ceding Company, its Affiliates and its and their Representatives; provided, however, that (i) no Seller or Transferred Entity such access shall be required to violate any obligation not unreasonably interfere with the business and operations of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject the Ceding Company. The Reinsurer shall bear its own expenses in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance connection with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, such access and shall be subject promptly reimburse the Ceding Company for any reasonable out-of-pocket expenses incurred by the Ceding Company in connection with such access by the Reinsurer and its Representatives. Without limiting the foregoing, at least once annually upon the Reinsurer’s request the Ceding Company will hold servicing and administration review calls with the Reinsurer to discuss material issues (if any) that have arisen with respect to the terms of, servicing of the Confidentiality AgreementReinsured Policies. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant Notwithstanding anything herein to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with contrary, the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives Ceding Company shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything be obligated to make available to the contrary Reinsurer any original papers or other books, records or documents to the extent that the Ceding Company determines, in this Agreementits reasonable judgment, neither Sellers nor the Transferred Entities shall be required to provide access to that doing so would violate Applicable Law or disclose information where, upon the advice of counsel, such access a contract or disclosure would jeopardize the protection of an attorney-client privilege of privilege; it being understood that the Ceding Company shall use commercially reasonable efforts to enable such Party information to be made available to the Reinsurer (including redacting information) without contravening such Applicable Law or any of its Affiliates contract or contravene any Lawsjeopardizing such privilege. (c) At The Reinsurer shall not use any information obtained pursuant to this Section 6.02 for any purpose not relating to this Agreement, the Trust Agreement, the Master Transaction Agreement, the amended and after restated letter agreement, dated as of the Closing Datedate hereof, Purchasers shall, by and shall cause their Affiliates to, afford Sellers between the Reinsurer and their representatives, during normal business hours, upon reasonable notice, full access to Provident Life and Casualty Insurance Company or the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d)reinsurance provided hereunder. (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. Section 6.1 With respect to each AD Project or Project Commitment, The EPC Parties shall (a) After advise Cargill in writing, sometime within the date last week of this Agreement until the earlier each month, of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that any (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity AD Project they or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and are pursuing; (ii) Sellers shall make availableProject Commitments they or any of their Affiliates enter into with respect to an AD Project, (iii) the number of Greenhouse Gas Reduction Certificates resulting from or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers issued based upon any AD Project; and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that provide Cargill with reasonable access (during normal business hours), following receipt of reasonable notice of its wish to do so, to all their books and records relating to any permitted investigation undertaken by Purchasers pursuant AD Project to allow Cargill to verify the access granted under Section 5.1(aforegoing. The EPC Parties shall retain all books and records regarding AD Projects for five (5) shall be conducted in such a manner as not to interfere unreasonably with years from the operation completion of the Business by Sellers or project to which they pertain. For the Transferred Entitiesavoidance of doubt, and Purchasers and their representatives shall not communicate with any it is agreed that neither of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers EPC Parties nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates shall be obliged to provide any of information or contravene access to books and records provided for in this Section save in respect of the activities of the EPC Parties in relation to AD Projects or activities or operations flowing therefrom. There shall be no obligation to provide any Lawsinformation or access to business records in relation to the activities of any business division or unit of the EPC Parties or that of any of Affiliates of the EPC Parties. Section 6.2 For each AD Project as to which the EPC Parties elect to have Cargill commercialize the Eligible Certificates, Cargill shall (ca) At and after advise the Closing DateEPC Parties in writing, Purchasers shallsometime within the last week of each month, of any mandate, contract or agreement which Cargill enters into with respect to the commercialization of such certificates from an AD Project, and shall cause their Affiliates to, afford Sellers and their representatives, (b) provide the EPC Parties with reasonable access (during normal business hours), upon following receipt of reasonable noticenotice of its wish to do so, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books books and Records records of each Transferred Entity’s Business existing on Cargill relating to any AD Project to allow the Closing Date EPC Parties to verify the foregoing. Cargill shall retain the books and not records of Cargill relating to destroy or dispose of any thereof AD Projects for a period of seven five (75) years from the Closing Date completion of the project to which they pertain. For the avoidance of doubt, it is agreed that neither Cargill nor any of its Affiliates shall be obliged to provide any of information or such longer time as may access to books and records provided for in this Section save in respect of the activities of Cargill in relation to AD Projects. There shall be required by Law, and thereafter, if they desire no obligation to destroy provide any information or dispose access to business records in relation to the activities of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction any other business division or disposition to surrender them to Sellersunit of Cargill or that of any of Cargill Affiliates.

Access to Books and Records. (a) After the date of this Agreement until the earlier Closing, and subject to the requirements of applicable Laws, to the Closing or termination of this Agreementextent reasonably practicable Parent shall, Sellers and shall cause the Seller and Transferred Entities to, (i) afford to Representatives of Purchasers Purchaser reasonable access access, upon reasonable request and notice, to the Books books and Records records of the Transferred Entities’ Businesses Business (other than with respect to any Carrier Assets or Carrier Liabilities) and to the Business Owned Real Property and the Business Leased Real Property, in each case during normal business hours hours, consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a)Parent, and (ii) Sellers reasonably cooperate with Purchaser to allow Purchaser to conduct such additional due diligence (subject in all events to the last sentence of this Section 5.1(a)) of environmental matters and Environmental Conditions related to the Transferred Entities and the Business as Purchaser deems reasonably necessary to obtain additional insurance coverage with respect to breaches of the representations and warranties contained in Section 3.14; provided, that none of Parent, the Seller or Transferred Entities shall be required to make availableavailable (i) Business Employee personnel files until after the Closing Date (it being understood that any Business Employee personnel files that constitute Carrier Assets will not be transferred to the Transferred Entities) or (ii) medical records, workers’ compensation records, the results of any drug testing or cause other sensitive or personal information if doing so could reasonably be expected to result in a violation of applicable Law; and provided, further, that access under this Section 5.1(a) may be limited by Parent, the Seller or the Transferred Entities to make availablethe extent (A) reasonably necessary (x) for Parent, the Seller and Transferred Entity Employee personnel files only after Entities to comply with any applicable COVID-19 Measures or (y) for such access, in light of COVID-19 or COVID-19 Measures, not to jeopardize the Closing Date. Any information health and safety of any of Parent’s, the Seller’s or the Transferred Entities’ respective Representatives or commercial partners (provided to Purchasers or their Representatives that, in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers the case of each of clauses (x) and their Representatives in accordance with(y), shall be considered underParent shall, and shall cause the Seller and Transferred Entities to, use commercially reasonable efforts to provide such access as can be subject provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in a manner without risking the health and safety of such Persons or violating such COVID-19 Measures) or (B) any requested books and records of the Business are stored in an offsite archive location pursuant to the terms ofordinary course document storage policies of Parent and its Affiliates. Purchaser shall indemnify and hold Parent and its Affiliates harmless against any Liabilities arising out of or relating to any transfer requested by or on behalf of Purchaser or its Affiliates of any such personnel files. Notwithstanding anything to the contrary in this Agreement, prior to the Confidentiality AgreementClosing, Purchaser and its Representatives shall not conduct any Phase II Environmental Site Assessment or conduct any sampling or testing of soil, sediment, surface water, ground water or building material at, on, under or within any facility or property of Parent or any of its Affiliates, including the Business Owned Real Property and the Business Leased Real Property. (b) Purchasers agree Purchaser agrees that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, any other business of Parent or its Affiliates. Purchaser and Purchasers and their representatives its Representatives shall not communicate with any of the employees of Sellers Parent or the Transferred Entities its Affiliates without the prior written consent of SellersParent, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary in this Agreement, neither Sellers Parent nor the Transferred Entities any of its Affiliates shall be required to provide access to or disclose information whereif, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client or other applicable legal privilege or protection of such Party or any of its Affiliates party or contravene any Laws, contracts or obligation of confidentiality. (c) At Subject to the access limitations set forth in the second proviso to Section 5.1(a), at and after the Closing DateClosing, Purchasers Purchaser and the Company shall, and shall cause their Affiliates the Company’s Subsidiaries to, afford Sellers Parent and their representativesits Representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity and the Business to the extent that such access may be reasonably requested by Sellersfor reasonable business purposes, including in connection with financial statements statements, Taxes, any potential Action or investigation by or before a proceeding before Governmental Entity (including in connection with the Independent Accounting Firm matters covered under Section 2.5(d)5.11) and SEC or other Governmental Entity reporting obligations; provided, that nothing in this Agreement shall limit any rights of discovery of Parent or its Affiliates. (d) Purchasers agree Except for Tax Returns and other documents governed by Section 7.3(b), each of Purchaser and the Company agrees to hold hold, and to cause the applicable Transferred Entities to hold, all the Books books and Records records of each Transferred Entity’s Entity or the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven ten (710) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire any of them desires to destroy or dispose of such Books books and Recordsrecords, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersParent.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives representatives of Purchasers Purchaser reasonable access upon reasonable advance notice to the Books books and Records records of the Transferred Entities’ Businesses Entities during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any agreement to which any Seller or a Transferred Entity is a party, or any obligation of confidentiality to which a any Seller or a Transferred Entity or any of their respective Affiliates may be subject subject, in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing DateLaw. Any information provided to Purchasers Purchaser or their Representatives its representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers Purchaser and their Representatives its representatives in accordance with, shall be considered “Evaluation Material” under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree ▇▇▇▇▇▇▇▇▇ agrees that any permitted investigation undertaken by Purchasers Purchaser pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers Purchaser and their its representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither none of Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers Purchaser shall, and shall cause their Affiliates its Subsidiaries to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by SellersSellers and as such materials relate to the conduct of the Business prior to the Closing, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d); provided, however, that nothing in this Agreement shall limit any of Sellers’ rights of discovery. (d) Purchasers agree ▇▇▇▇▇▇▇▇▇ agrees to hold all the Books books and Records records of each Transferred Entity’s Business Entity existing on the Closing Date and not to destroy or dispose of any thereof for a period until the six (6) year anniversary of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After the date of this Agreement until the earlier Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the Closing or termination financial operations of this Agreementthe Borrower and provide the Administrative Agent, Sellers shall afford to Representatives of Purchasers the Collateral Agent and their respective representatives and advisors reasonable access to the Books all such books and Records records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Transferred Entities’ Businesses Collateral, during normal regular business hours consistent hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with applicable Law reasonable frequency, but in any event, so long as no Event of Default has occurred and in accordance is continuing, no more than one (1) time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the procedures established officers of the Borrower and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower, all for the purpose of verifying the accuracy of the various reports delivered by Sellersthe Borrower to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and to conduct examinations of and to monitor the Collateral (other than with respect to all of the Aircraft Collateral, as to which the provisions of Section 2.04 of the Aircraft Mortgage shall apply), in each case at the expense of the Borrower (provided that the Borrower shall not be required to pay the expenses of more than one (1) such visit a year unless an Event of Default has occurred and is continuing); provided, however, that (a) any such inspection of Collateral (i) no Seller or Transferred Entity shall be required limited to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a)the Aircraft Collateral, and (ii) Sellers shall make availablebe a visual, walk-around inspection and (iii) may not include opening any panels, bays or the like and (b) no exercise of any inspection rights provided for in this Section 5.07 shall interfere with the normal operation or maintenance of any Aircraft by, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms business of, the Confidentiality AgreementBorrower. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After During the date of this Agreement until the earlier of the Closing or termination of this AgreementInterim Period, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours extent consistent with applicable Law Law, Seller shall, and Seller shall cause each Acquired Company to, provide Purchaser and its authorized representatives with reasonable access at reasonable times and upon reasonable advance notice to the offices, properties, personnel, books and records of the Acquired Companies in accordance order for Purchaser to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Acquired Companies; provided, that such access does not unreasonably interfere with the procedures established normal operations of the Acquired Companies. Neither the Acquired Companies nor Seller makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.5, and Purchaser may not rely on the accuracy of any such information, other than the representations and warranties of the Acquired Companies expressly and specifically set forth in Article IV, as qualified by Sellersthe Disclosure Schedule. Following the Closing, Seller shall, at the reasonable request of Purchaser, reasonably cooperate with Purchaser in providing information regarding the Acquired Companies, and, to the extent information regarding the Acquired Companies is held by Seller, provide such information to Purchaser, to the extent necessary for Purchaser to prepare and file filings required to be made by Purchaser under the Exchange Act, including pursuant to Form 8-K and any financial statements required in connection therewith; provided, however, that (i) no Seller or Transferred Entity such cooperation shall be required provided at no out-of-pocket cost or expense to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to unreasonably interfere unreasonably with the operation normal operations of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party Seller or any of its Affiliates or contravene any LawsAffiliates. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After the date of this Agreement until the earlier Closing, and subject to the requirements of applicable Laws, to the Closing or termination extent reasonably practicable Parent shall, and shall cause its Affiliates to, afford to Purchaser and its Affiliates and Representatives reasonable access, upon reasonable request and notice and solely for purposes of furthering the transactions contemplated by this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books facilities, properties, key employees, books and Records records of the Transferred Entities’ Businesses Business (other than with respect to any ▇▇▇▇ Assets or ▇▇▇▇ Liabilities), during normal business hours hours, consistent with applicable Law and in accordance with the reasonable procedures established by SellersParent; provided, that none of Parent or the Transferred Entities shall be required to make available (i) Business Employee personnel files until after the Closing Date (it being understood that any Business Employee personnel files that constitute ▇▇▇▇ Assets will not be transferred to the Transferred Entities) or (ii) medical records, workers’ compensation records, the results of any drug testing or other sensitive or personal information if, in each case of clauses (i) and (ii) doing so would violate applicable Law; and provided, further, that access under this Section 5.1(a) may be limited by Parent or the Transferred Entities to the extent (A) any requested books and records of the Business are stored in an offsite archive location pursuant to the ordinary course document storage policies of Parent and its Affiliates; provided that such limitation shall only apply to in-person access of such offsite archive locations and not electronic books and records accessible via the Internet, (B) any applicable law or regulation requires Parent or the Transferred Entities to restrict or otherwise prohibit access to such documents or information or (C) such documents or information are reasonably pertinent to any adverse Action between the Purchaser and its Affiliates, on the one hand, and the Parent and its Affiliates, on the other hand; provided that (x) in each case, Parent and its Affiliates shall use their respective reasonable best efforts to seek alternative means to disclose or grant access to such information, properties, facilities or records without violating applicable Law and (y) nothing in this Section 5.1(a) shall limit any rights of discovery of Purchaser and its Affiliates. Nothing in this Section 5.1 will be construed to require Parent, the Transferred Entities or any of their Representatives to prepare any reports, analyses, appraisals, opinions or other information. The right of Purchaser and its Representatives to access the facilities and properties of the Business shall include the right to conduct a Phase I Environmental Site Assessment or environmental compliance review; provided, however, that (i) no Seller notwithstanding anything to the contrary in this Agreement, Purchaser and its Representatives shall not be entitled to conduct any Phase II Environmental Site Assessment or Transferred Entity shall be required to violate any obligation other onsite sampling or testing of confidentiality to which a Seller soil, sediment, surface water, wastewater, air, potable water, ground water or a Transferred Entity building material, in each case, at, on, under or within any facility or property of Parent or any of their respective Affiliates its Affiliates, including the Business Owned Real Property and the Business Leased Real Property, without the prior written consent of Parent, which consent may be subject withheld in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreementits sole discretion. (b) Purchasers agree Purchaser agrees that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, any other business of Parent or its Affiliates. Purchaser and Purchasers and their representatives its Representatives shall not intentionally communicate with any of the employees of Sellers Parent or its Affiliates with respect to the Transferred Entities Sale without the prior written consent of SellersParent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Sellers Parent nor the Transferred Entities any of its Affiliates shall be required to provide access to or disclose information whereif, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client or other applicable legal privilege or protection of such Party or any of its Affiliates party or contravene any Laws, contracts or obligation of confidentiality, provided, however, that, in each case, Parent and its Affiliates shall use their respective reasonable best efforts to provide alternative means to afford Purchaser, its Affiliates and its Representatives such information and access in a manner without jeopardizing such privilege or protection or contravening such Laws, contracts or obligations (including by providing redacted documents, restricted access, entry into joint defense agreements or other similar measures). (c) At Subject to the requirements of applicable Laws and the limitations set forth in Section 5.1(a) and Section 5.1(b) (mutatis mutandis), at and after the Closing DateClosing, Purchasers Purchaser shall, and shall cause their Affiliates the Transferred Entities to, afford Sellers Parent and their representativesits Representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties books and employees records of each Transferred Entity and the Business to the extent that such books and records relate to pre-Closing periods, and such access may be reasonably requested for purposes of financial statements, corporate records, tax reporting, any investigation by Sellers, or before a Governmental Entity (including in connection with financial statements or a proceeding before the Independent Accounting Firm matters covered under Section 2.5(d)5.11) and SEC or other Governmental Entity reporting obligations; provided, further, that access under this Section 5.1(c) may be limited by Purchaser and its Affiliates to the extent (A) any applicable law or regulation requires Purchaser or any of its Affiliates to restrict or otherwise prohibit access to such documents or information; or (B) such documents or information are reasonably pertinent to any adverse Action between the Parent and its Affiliates, on the one hand, and the Purchaser and its Affiliates, on the other hand; provided that (x) in each case, Purchaser and its Affiliates shall use their respective reasonable best efforts to seek alternative means to disclose or grant access to such information or records without violating any Law and (y) nothing in this Section 5.1 shall limit any rights of discovery of Parent or its Affiliates. Nothing in this Section 5.1 will be construed to require Purchaser or any of its Affiliates or any of their Representatives to prepare any reports, analyses, appraisals or opinions. (d) Purchasers agree ▇▇▇▇▇▇ agrees that any access granted under Section 5.1(c) shall not interfere unreasonably with the operation of the Business or any other business of Purchaser or its Affiliates. Parent and its Representatives shall not intentionally communicate with any of the employees of Purchaser or its Affiliates with respect to hold the Sale without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Purchaser nor any of its Affiliates shall be required to provide access to or disclose information if, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client or other applicable legal privilege or protection of such party or contravene any Laws, contracts or obligation of confidentiality; provided, however, that, in each case, Purchaser and its Affiliates shall use their respective reasonable best to provide alternative means to afford Parent and its Representatives such information and access to the greatest extent possible as may be provided without jeopardizing such privilege or protection or contravening such Laws, contracts or obligations (including by providing redacted documents, restricted access, entry into joint defense agreements or other similar measures). (e) Except for Tax Returns and other documents governed by Section 7.4(c), each of the parties hereto agrees to hold, and to cause its Affiliates to hold, all the Books books and Records records in such parties’ possession of or relating to each Transferred Entity’s Entity or the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. During the period from the date hereof to the earlier of the date of termination of this Agreement pursuant to Section 10.1 or the Closing Date, the Company shall (ai) After give the Purchaser Parties and their respective authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of the Acquired Companies, (ii) permit the Purchaser Parties and their respective authorized representatives to make such copies and inspections thereof as the Purchaser Parties and such representatives may reasonably request, and (iii) cause the officers and employees of the Acquired Companies to (A) furnish the Purchaser Parties and their respective representatives with such financial and operating data and other information with respect to the business of the Acquired Companies as the Purchaser Parties and such representatives may from time to time reasonably request and (B) otherwise cooperate with the Purchaser Parties and their respective representatives in their investigation; provided, that any such access, copies and inspections shall be at the Purchaser Parties’ expense, at a reasonable time, and in such a manner as to maintain the confidentiality of this Agreement and the Transactions and not to interfere with the normal operation of the business of the Acquired Companies. Notwithstanding the foregoing, Purchaser and its Affiliates, directly or indirectly through their respective representatives, shall not contact customers, suppliers, employees or other stakeholders or business partners (other than the Sellers’ Representative in its capacity as such) of the Acquired Companies without the express written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Purchaser and its Affiliates, to the extent they have independent relations with any such third parties as of the date hereof, may continue to have contact with such third parties in the normal course of business consistent with past practice. Nothing herein shall require Sellers or the Acquired Companies to disclose any information to Purchaser if such disclosure would, based on the advice of the Sellers’ or the Company’s legal counsel, (x) jeopardize any attorney-client or other legal privilege, (y) contravene any Applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate including any obligation of confidentiality agreement to which a Seller or a Transferred Entity Sellers, the Acquired Companies or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and are a party) or (iiz) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Lawsobligation of secrecy or confidentiality to any Governmental Entity. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After During the period from the date of this Agreement until the earlier of the Closing or the earlier termination of this AgreementAgreement pursuant to Section 9.01 hereof, Sellers Seller shall, and shall afford to Representatives of Purchasers cause the Company and each Acquired Company to, (i) provide Buyer and its authorized representatives (“Buyer’s Representatives”) with reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent and upon reasonable notice to the offices, properties, books and records (including electronic records) and key employees (including the Employment Agreement Employees) of the Business and (ii) furnish to Buyer and Buyer’s Representatives such additional financial, operating and other relevant data and information about the Business as Buyer may reasonably request for the purpose of preparing to operate the Business following the Closing. In addition, between the date of this Agreement and the Closing, Buyer may have communications with applicable Law key customers of the Business as mutually and in accordance with reasonably agreed to by Seller and Buyer. Notwithstanding the procedures established by Sellers; providedforegoing, however, that (i) no Seller access or Transferred Entity shall be required information provided to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations Buyer and Buyer’s Representatives pursuant to this Section 5.1(a)6.02 shall unreasonably interfere with the normal operations of the Company and the Acquired Companies, and (ii) Sellers shall make available, all requests for such access will be directed to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ at the Company or cause such other Person or Persons as the Transferred Entities Company may designate in writing to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided Buyer from time to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellerstime. Notwithstanding anything to the contrary in this Agreement, neither Sellers Seller nor the Transferred Entities shall Company, any Acquired Company or their respective Affiliates will be required to provide access to or disclose any information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity Buyer in accordance with this Section 6.02 to the extent that such access may or disclosure would be reasonably requested likely to (x) result in the loss of any attorney-client or other legal privilege (except to the extent such privilege would be preserved by Sellersentering into a common interest agreement or similar agreement for the purpose of preserving such privilege, including and such agreement in connection with financial statements a form reasonably satisfactory to Seller is entered into prior to any such disclosure) or a proceeding before (y) contravene any applicable Laws. Neither Seller nor any Acquired Company nor their subsidiaries makes any representation or warranty as to the Independent Accounting Firm under accuracy of any information (if any) provided pursuant to this Section 2.5(d). (d) Purchasers agree 6.02, and Buyer may not rely on the accuracy of any such information, in each case other than as expressly set forth in the Seller’s representations and warranties contained in Article 3 and Article 4 and the Seller Closing Certificate. No investigation pursuant to hold this Section 6.02 by Buyer or Buyer’s Representatives shall be deemed to modify any of Seller’s representations and warranties contained in Article 3 and Article 4 or the Seller Closing Certificate. The information provided pursuant to this Section 6.02 will be governed by all the Books terms and Records conditions of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersConfidentiality Agreement.

Access to Books and Records. (a) After From the date of this Agreement hereof until the earlier of the Closing or termination of this AgreementAgreement and the Closing Date, Sellers the Company shall afford provide Parent and its authorized representatives (the "Parent's Representatives") with reasonable access to, during normal business hours, and upon reasonable notice, the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies in order for Parent to Representatives have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of Purchasers the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Books Company's and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law any Subsidiaries' customers and in accordance with the procedures established by Sellerssuppliers; provided, however, that (ia) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to exercising access rights under this Section 5.1(a)5.02, Parent and (ii) Sellers Parent's Representatives shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall not be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation conduct of the Business by Sellers or the Transferred Entitiesbusiness of any Group Company, and Purchasers and their representatives shall not communicate with (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of the employees of Sellers or the Transferred Entities without the prior written consent of Sellersany information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary in this Agreementcontrary, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such no access or disclosure would jeopardize examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the attorney-client privilege of such Party or conditions to Closing set forth in Section 7.01(a). If the Company, any of its Affiliates Subsidiaries or contravene any Laws. (c) At and after controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Closing Date, Purchasers Company shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested permitted by Sellers, including in connection with financial statements applicable Law or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy rules or dispose regulations of any thereof for a period of seven (7) years from stock exchange, promptly notify Parent in writing and shall disclose, or cause the Closing Date or such longer time as may be required by Lawdisclosing party to disclose, and thereafter, if they desire to destroy or dispose only that portion of such Books and Recordsinformation which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to offer first in writing at least sixty (60) days prior obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such destruction or disposition to surrender them to Sellersinformation.

Access to Books and Records. Maintain or cause to be maintained at all times true and complete books and records in accordance with GAAP of the financial operations of the Borrower and the Guarantors; and provide the Lender Parties and their representatives (awhich shall coordinate through the Administrative Agent) After (i) access to all such books and records during regular business hours upon reasonable advance notice, in order that the date Lender Parties may examine and make abstracts from such books, accounts, records and other papers for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to any Agent or the Lenders pursuant to this Agreement until or for otherwise ascertaining compliance with this Agreement and to discuss the earlier affairs, finances and condition of the Closing Borrower and the Guarantors with the officers and independent accountants of the Borrower; provided that the Borrower shall have the right to be present at any such visit or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable inspection and (ii) access to and the Books right to inspect all reports, audits and Records other internal information of the Transferred Entities’ Businesses Borrower and the Guarantors relating to environmental matters upon reasonable advance notice; provided that, excluding such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.01(f); (y) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (z) only one such time per calendar year shall be at the expense of the Borrower; provide, further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellersupon reasonable advance notice; provided, howeverfurther that, that (i) no Seller or Transferred Entity notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to violate disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any obligation document, information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of confidentiality the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to which a Seller the Administrative Agent or a Transferred Entity any Lender (or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and representatives or contractors) is prohibited by applicable law or (iiiii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be that is subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client or similar privilege of such Party or any of its Affiliates or contravene any Lawsconstitutes attorney work product. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After Subject to Section 7.05, from the date of this Agreement hereof until the earlier of the Closing or termination of this AgreementAgreement and the Closing Date, Sellers the Company shall afford to provide the Parent and the Merger Sub and their respective authorized Representatives of Purchasers (the “Parent’s Representatives”) with reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law hours, and upon reasonable notice, to the offices, properties, senior personnel, and all books and records of the Group Companies in accordance order for the Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the procedures established by Sellersconsummation of the transactions contemplated hereby; provided, however, that (ia) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to exercising access rights under this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of6.02, the Confidentiality Agreement. (b) Purchasers agree that any Parent and the Parent’s Representatives shall not be permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation conduct of the Business business of any Group Company and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a “clean team” by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of Parent (which Persons must be reasonably acceptable to the employees of Sellers or the Transferred Entities without the prior written consent of SellersCompany). Notwithstanding anything herein to the contrary in this Agreementcontrary, neither Sellers nor the Transferred Entities no such access or examination shall be required permitted to provide access the extent that it would require any Group Company to or disclose information where, which it has reasonably determined upon the advice of counsel, such access or disclosure would jeopardize counsel could result in the loss of the ability to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the Group Companies shall reasonably cooperate in good faith to enable the Parent to have permissible access to such information in a manner that would not result in loss of such Party privilege, conflict with such confidentiality obligations or any violation of its Affiliates or contravene any Laws. (c) At the Law and, in the case of confidentiality obligations to a third party, if requested by the Parent, shall use reasonable efforts to secure applicable consents of the applicable third party to permit such disclosure, in each case, at the Parent’s sole cost and after expense. The Parent and the Closing DateMerger Sub each acknowledges that it is and remains bound by the Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Purchasers shallGenstar Capital Partners, LLC, and shall cause their Affiliates tocertain other parties, afford Sellers and their representativesdated January 17, during normal business hours, upon reasonable notice, full access to 2018 (the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d“Confidentiality Agreement”). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall Seller shall, upon the reasonable request of IPH, afford to Representatives representatives of Purchasers IPH, including prospective financing sources, reasonable access to the Books employees, properties, books and Records records of the Transferred Entities’ Businesses Company and its Subsidiaries during normal business hours consistent with applicable Law and in accordance with the reasonable procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing DateSeller. Any information provided to Purchasers IPH or their Representatives its representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers IPH and their Representatives its representatives in accordance with, shall be considered “Evaluation Material” under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to . Notwithstanding the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entitiesforegoing, and Purchasers and their representatives Seller shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to any books and records, data or disclose other information wherethe disclosure of which would (i) unreasonably disrupt the operations of the Company or any of its Subsidiaries; (ii) cause a violation of any agreement to which the Company or any of its Subsidiaries is a party; or (iii) in the reasonable opinion of counsel to Seller, upon result in the advice loss of counsel, such access or disclosure would jeopardize the any existing attorney-client privilege of with respect to such Party books and records, data or other information or violate any Law to which Seller or any of its Affiliates Subsidiaries, or contravene any Lawsof its or their respective properties, rights or assets, is subject (provided that the parties hereto will cooperate to make appropriate substitute disclosure arrangements, or seek appropriate waivers or consents, under circumstances in which the restrictions of this sentence apply). (cb) At and after the Closing DateClosing, Purchasers IPH shall, and shall cause their Affiliates its Subsidiaries to, afford Sellers Seller and their its representatives, during normal business hours, upon reasonable notice, full reasonable access to the books, records, Environmental Records, properties and employees of each the Transferred Entity Company and its Subsidiaries to the extent that such access may be reasonably requested by SellersSeller, including in connection with financial statements and SEC reporting obligations or a proceeding before in the Independent Accounting Firm event of litigation; provided, however, that nothing in this Agreement shall limit any of Seller’s rights of discovery. Notwithstanding the foregoing, IPH shall not be required to provide access to any books and records, data or other information the disclosure of which would, in the reasonable opinion of counsel to IPH, result in the loss of any existing attorney-client privilege with respect to such books and records, data or other information or violate any Law to which IPH, the Transferred Company or any of its Subsidiaries, or any of its or their respective properties, rights or assets, is subject (provided that the parties hereto will cooperate to make appropriate substitute disclosure arrangements, or seek appropriate waivers or consents, under Section 2.5(dcircumstances in which the restrictions of this sentence apply). At and after the Closing, Seller shall, and shall cause its Subsidiaries to, afford IPH and its representatives, during normal business hours, upon reasonable notice, reasonable access to the books, records, Environmental Records, properties and employees of Seller and its Subsidiaries to the extent they relate to the Transferred Company and its Subsidiaries to the extent that such access may be reasonably requested by IPH, including in connection with insurance loss and claim data, financial statements and SEC reporting obligations or in the event of litigation; provided, however, that nothing in this Agreement shall limit any of IPH’s rights of discovery. Notwithstanding the foregoing, Seller shall not be required to provide access to any books and records, data or other information the disclosure of which would, in the reasonable opinion of counsel to Seller, result in the loss of any existing attorney-client privilege with respect to such books and records, data or other information or violate any Law to which Seller or any of its Subsidiaries, or any of its or their respective properties, rights or assets, is subject (provided that the parties hereto will cooperate to make appropriate substitute disclosure arrangements, or seek appropriate waivers or consents, under circumstances in which the restrictions of this sentence apply). (dc) Purchasers agree IPH agrees to hold all the Books books and Records records of each the Transferred Entity’s Business Company and its Subsidiaries existing on the Closing Date that are in the possession of the Transferred Company and its Subsidiaries and not to destroy or dispose of any thereof for a period of seven (7) 10 years from the Closing Date or such longer time as may be required by Law; provided, and thereafterhowever, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) that no later than 30 days prior to such destruction or disposition disposition, Seller may request in writing copies of all books and records of the Transferred Company and its Subsidiaries existing on the Closing Date. (d) In furtherance and not in limitation of the foregoing Section 5.1(a), at any time and from time to surrender them time after the date hereof, Seller will allow, and will cause the Transferred Company and its Subsidiaries to Sellersallow, IPH and its representatives reasonable access to the Derivative Products trading operations of the Transferred Company and its Subsidiaries and their respective books and records, and will cooperate with IPH to develop appropriate procedures to permit IPH and its approved representatives (such approval by Seller not to be unreasonably withheld, delayed or conditioned) to monitor the aggregate net positions in the Derivative Products trading portfolio of the Transferred Company and its Subsidiaries, subject to the other terms of this Agreement, the terms of the Confidentiality Agreement and applicable Laws. IPH shall have the right to appoint an individual who will exercise the rights granted to IPH pursuant to this Section 5.1(d) and as further set forth on Section 5.1(d) of the IPH Disclosure Schedule. No information made available to IPH, its monitor, or any other individual or entity pursuant to this Section 5.1 shall be made available to any employee of IPH or its affiliates (as that term is defined under FERC regulations) which employee engages in, or directs, oversees or executes, the sale, marketing, or trading of physical electricity or financial electricity derivative products.

Access to Books and Records. (a) After Seller shall (and shall cause the members of the Seller Group to), to the extent permitted by applicable Law, afford to representatives of Purchaser reasonable access to (i) from and after the date of this Agreement until to the earlier date that is five (5) years from the Closing Date, the books and records of the Closing or termination members of the Alkali Group and the Seller Group (to the extent related to the Business) and (ii) from and after the date of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access Agreement to the Books Closing Date, with Seller’s prior written consent (not to be unreasonably withheld), the assets, Business Employees, facilities, data and Records such additional financial and operating data (and other information regarding the Business (or true, accurate and complete copies thereof) as Purchaser or such representatives may reasonably request from time to time) of the Transferred Entities’ Businesses members of the Seller Group (to the extent related to the Business) and of the members of the Alkali Group, in each case, during normal business hours consistent with applicable Law hours, upon reasonable notice and in accordance with the reasonable procedures established by SellersSeller; provided, however, that (iA) no neither any member of the Seller or Transferred Entity Group nor any member of the Alkali Group shall be required to violate any obligation of written confidentiality agreement with a third party to which a such member of the Seller Group or a Transferred Entity or any such member of their respective Affiliates the Alkali Group, respectively, may be subject in discharging their its obligations pursuant to this Section 5.1(a), and ; (iiB) Sellers Seller shall make available, or cause the Transferred Entities members of the Alkali Group to make available, Transferred Entity Business Employee personnel files only after the Closing Date. Any information Date (provided to Purchasers that Seller shall not make available medical records, workers-compensation records or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers the results of any drug testing); and their Representatives in accordance with, shall be considered under, and shall be subject (C) prior to the terms ofClosing Date, Purchaser shall not conduct any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on the Confidentiality AgreementReal Property. (b) Purchasers agree Purchaser agrees that any permitted investigation undertaken by Purchasers Purchaser pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers Seller or the Transferred Entitiesmembers of the Alkali Group, and Purchasers Purchaser and their its representatives shall not communicate with any of the directors, officers or other employees of Sellers Seller or the Transferred Entities members of the Alkali Group (other than, subject to the restrictions of Section 5.1(a), the Business Employees) without the prior written consent of SellersSeller, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary in this Agreement, neither Sellers Seller nor any member of the Transferred Entities Alkali Group shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates party or contravene any applicable Laws. (c) At and after the Closing to the date that is five (5) years from the Closing Date, Purchasers Purchaser shall, and shall cause their Affiliates its Subsidiaries to, afford Sellers Seller and their its representatives, during normal business hours, upon reasonable notice, full access to the books, records (including employee and personnel records), properties and employees of each Transferred Entity member of the Alkali Group, solely to the extent that such access relating to events, occurrences or facts arising at or prior to the Closing, as may be reasonably requested by SellersSeller, including in connection with financial statements statements, Taxes and U.S. Securities and Exchange Commission reporting obligations; provided, however, that nothing in this Agreement shall limit Seller’s rights of discovery; provided further, however, that (i) neither any member of the Seller Group nor any member of the Alkali Group shall be required to violate any written confidentiality agreement with a third party to which such member of the Seller Group or a proceeding before such member of the Independent Accounting Firm Alkali Group, respectively, may be subject in discharging its obligations pursuant to Section 5.1(a) and (ii) Seller agrees that any permitted investigation undertaken by Seller pursuant to the access granted under Section 2.5(d)5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Purchaser or the members of the Alkali Group from and after the Closing. Notwithstanding anything to the contrary contained in this Agreement, the Parties acknowledge and agree that Seller may retain copies of any Transferred Books and Records, Alkali Contracts or any other documents or materials transferred to Purchaser as part of the Transferred Assets or the Shares and, for the avoidance of doubt, shall have the right to use such books and records in connection with the Excluded Claims and the preparation of the Initial Post-Closing Adjustment Statement. Notwithstanding anything to the contrary in this Agreement, neither Purchaser nor any member of the Purchaser Group shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such party or contravene any applicable Laws. (d) Purchasers agree Each Party agrees to hold all the Books books and Records records of each Transferred Entity’s member of the Alkali Group or of the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven ten (710) years from the Closing Date or such longer time as may be required by applicable Law, and thereafter, if they desire it desires to destroy or dispose of such Books books and Recordsrecords, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersthe other Party.

Access to Books and Records. (a) After From the date of this Agreement hereof until the earlier of the Closing or the earlier termination of this Agreement, Sellers subject to Section 7.1, the Acquired Companies shall afford to Representatives of Purchasers provide the Purchaser and its authorized representatives (the “Purchaser’s Representatives”) with commercially reasonable access to the Books and Records of the Transferred Entities’ Businesses access, during normal business hours consistent with applicable Law and upon reasonable notice, to the offices, properties, personnel, books and records of the Acquired Companies in accordance with order for the procedures established by SellersPurchaser to effect a smooth transition of the Company to the Purchaser; provided, however, that (ia) no Seller such access shall not unreasonably interfere with the business operations of the Acquired Companies and (b) nothing herein shall require the Acquired Companies to provide access to, or Transferred Entity shall be required to violate disclose any obligation of confidentiality to which a Seller or a Transferred Entity information to, the Purchaser or any of their respective Affiliates Purchaser’s Representatives if such access or disclosure, in the good faith reasonable belief of the Acquired Companies, (x) would waive any legal privilege or (y) would be in violation of applicable laws or regulations of any Governmental Body (including competition laws) or the provisions of any agreement to which any of the Acquired Companies is party. The Purchaser acknowledges that it remains bound by the Confidentiality Agreement, dated as of April 21, 2016, for the benefit of the Acquired Companies (the “Confidentiality Agreement”); provided, however, that the Purchaser and the Purchaser’s Representatives may be subject provide certain required information about the Acquired Companies in discharging their obligations pursuant filings with the U.S. Securities and Exchange Commission to this Section 5.1(a)the extent required in connection with the Transaction, and (ii) Sellers shall make availableunder the Securities Act or otherwise. Except as set forth in the proviso to the prior sentence, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any all information provided to Purchasers or their Representatives obtained in connection with the transactions contemplated hereby will be held by the Purchaser in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that . The Confidentiality Agreement shall terminate automatically, without any permitted investigation undertaken action by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information whereparty, upon the advice Closing. In the event of counsela conflict or inconsistency between the terms hereof and the Confidentiality Agreement, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Lawsterms hereof will govern. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After Pre-Closing Access to Purchaser. From the date of this Agreement hereof until the earlier of the Closing or the earlier termination of this Agreement, Sellers Seller shall afford to Representatives of Purchasers reasonable access to cause the Books and Records of the Transferred Entities’ Businesses during normal business hours Company, consistent with applicable Law, to provide Purchaser and its authorized representatives with reasonable access at reasonable times and upon reasonable advance notice to the offices, properties, personnel, books and records of Seller and its Affiliates (other than the Company) (solely in respect of the Business Employees and the Transferred Liabilities) and the Company to the extent reasonably necessary to consummate the Transaction or to prepare to operate the Business following the Closing, in each case so long as such access is permissible under applicable Law and in accordance with does not jeopardize the procedures established by Sellershealth and safety of any employee of Seller and its Affiliates (including the Company); provided, howeverthat such access does not unreasonably interfere with the normal operations of Seller, its Affiliates, the Company and the Business and that (i) no Seller or Transferred Entity shall be required such access to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held assets located on property owned by Purchasers and their Representatives in accordance with, shall be considered under, and third parties shall be subject to the terms ofParties’ obtaining consent from such third parties; provided, the Confidentiality Agreement. (b) Purchasers agree further, that any permitted investigation undertaken by Purchasers pursuant to the all requests for access granted under Section 5.1(a) shall be conducted directed to and (as representatives for the Business) or such other person(s) as Seller may designate from time to time (the “Authorized Representatives”); and provided, further, that such access shall not extend to any (i) environmental sampling or testing or invasive or subsurface investigation, (ii) trade secrets or other competitively sensitive information, (iii) any information that is subject to any applicable confidentiality restrictions or attorney-client, work product or other privilege (provided, that Seller shall, and shall cause the Company to use commercially reasonable efforts to make alternative arrangements to disclose such privileged information in such a manner as that does not waive or violate such privilege) or (iv) any information that is pertinent or reasonably likely to interfere unreasonably with be pertinent to a litigation where the operation Company or any of its Affiliates, on the Business by Sellers or the Transferred Entitiesone hand, and Purchasers and their representatives shall not communicate with Purchaser or any of its Affiliates, on the employees of Sellers or the Transferred Entities other hand, are adverse parties (without the prior written consent of Sellerslimiting any right to discovery). Notwithstanding anything to the contrary in this Agreement, neither Sellers nor none of Seller or any of its Affiliates, including the Transferred Entities Company, shall be required to provide any access to or disclose any information where, upon the advice of counsel, to Purchaser if such access or disclosure would would, in Seller’s sole discretion, (A) jeopardize the any attorney-client or other legal privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Dateprovided, Purchasers that Seller shall, and shall cause their Affiliates tothe Company to use commercially reasonable efforts to make alternative arrangements to disclose such privileged information in a manner that does not waive or violate such privilege) or (B) contravene any applicable Laws, afford Sellers fiduciary duty or binding agreement entered into prior to the date hereof (provided, that Seller shall, and their representativesshall cause the Company to use commercially reasonable efforts to make alternative arrangements to disclose such information in a manner that does not waive any right under or violate any such Law, during normal business hoursfiduciary duty or binding agreement), upon reasonable noticeincluding (x) Data Privacy Obligations applicable to Personal Information and (y) the Regulatory Laws. Seller makes no representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.02(a), full and Purchaser may not rely on the accuracy of any such information, in each case, other than the representations and warranties of Seller expressly and specifically set forth in Article III and Article IV, as qualified by the Disclosure Schedules, or in any Ancillary Agreement. The information provided pursuant to this Section 6.02(a), will be used solely for the purpose of effecting the Transactions, and will be governed by all the terms and conditions of the Confidentiality Agreement. Purchaser shall abide by Seller’s, and any third-party operator’s, safety rules, regulations and operating policies (including the execution and delivery of any documentation or paperwork (e.g., boarding agreements or liability releases) required by third-party operators with respect to Purchaser’s access to any of the books, records, properties and employees assets of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (dCompany) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose while conducting its due diligence evaluation of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersassets.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this AgreementDate, Sellers shall afford Buyer shall, upon Seller’s reasonable request from time to Representatives of Purchasers time, and upon reasonable access notice, (i) (A) provide to the Books Seller and Records of the Transferred Entities’ Businesses its representatives access, during normal business hours consistent hours, to any and all premises, properties, files, books, records, documents and other information of the Company relating to periods prior to the Closing, (B) cause its officers and the officers of the Company to furnish to Seller and its representatives any and all existing financial data and other information pertaining to the Company relating to periods prior to the Closing (it being understood that neither Buyer nor the Company shall be required to create or compile data or other information hereunder) and (C) make available to Seller and its representatives, during normal business hours, personnel of Buyer and the Company to consult with applicable Law such personnel, and in accordance (ii) make available for inspection and copying by Seller at Seller’s expense true and complete copies of any documents relating to the foregoing. In exercising their rights under the foregoing provisions of this Section 8.16, Seller and its representatives shall not interfere with the procedures established normal operations of Buyer or the Company. Buyer shall cause the Company to retain the files, books, records and documents of the Company relating to the period prior to the Closing Date for at least five (5) years after the Closing Date. (b) In the event any claims are made against or incurred by SellersBuyer with respect to the Company, the preparation or filing of any Tax Returns and other governmental reports or of financial statements in connection with any audit related to the Company, and for purposes of compliance with any audit, investigation or other examination by any Governmental Authority with securities, environmental, employment and other Laws, until the fifth (5th) anniversary of the Closing, Seller shall, upon the request of Buyer, provide Buyer with access to, or copies of, any books and records relating to the Company for periods prior to the Closing which shall not otherwise have been delivered hereunder to Buyer or the Company; and, upon reasonable notice, afford the officers, employees, agents and representatives of Buyer reasonable access (including the right to make, at Buyer’s expense, copies), during normal business hours, to such books and records; provided, however, that (i) no Seller any such access or Transferred Entity shall be required to violate any obligation furnishing of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to unreasonably interfere unreasonably with the operation normal operations of Seller. Seller shall, at Buyer’s expense, provide such information as Buyer may reasonably request in connection with (x) any action by or against Buyer; or (y) compliance with securities, environmental, employment and other Laws. Seller shall retain the files, books, records and documents of the Business by Sellers or Company relating to the Transferred Entities, and Purchasers and their representatives period prior to the Closing Date which shall not communicate with any otherwise have been delivered hereunder to Buyer for five (5) years after the Closing. (i) All files, books, records and documents of the employees Company provided after the Closing by Buyer to Seller and its representatives will be kept confidential by Seller, provided that Seller shall have the right to disclose such information to those representatives of Sellers or Seller who have a need to know such information. Seller shall be liable for any breach of this confidentiality provision by its representatives as if Seller had breached this confidentiality provision itself. (ii) Seller shall exercise the Transferred Entities without same degree of care to preserve the prior written consent confidential information in the files, books, records and documents of Sellersthe Company which are provided to Seller pursuant to this Section 8.16 as Seller exercises in preserving its own confidential information, which shall be no less than a reasonable standard of care. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities Seller shall not be required to provide access keep information confidential pursuant to this Section 8.16, and shall have the right to disclose such information, if: (A) Seller, or its representatives become legally compelled to disclose such information, , (B) the information, at the time of the disclosure is, or becomes, available publicly and was not disclosed in breach of this Agreement by Seller or its representatives; or (C) the information where, upon is used in connection with the advice enforcement of counsel, such access any rights of Seller under this Agreement or disclosure would jeopardize the attorney-client privilege of such Party any other agreement with Buyer or any of its Affiliates or contravene any LawsAffiliates. (ciii) At and after Notwithstanding any other provision of this Agreement, Seller agrees that any breach of the Closing Date, Purchasers shall, and shall confidentiality obligations of this Section 8.16 may cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access irreparable injury to the booksCompany or Buyer and therefore, recordsBuyer shall be entitled to enforce the confidentiality obligations of this Section 8.16 by seeking injunctive relief, properties in addition to all other rights and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including remedies at law or in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d)equity. (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or the valid termination of this Agreement, Sellers and subject to the requirements of applicable Laws, Seller shall, and shall cause the Transferred Entities to, afford to Representatives of Purchasers Purchaser reasonable access access, upon reasonable request and notice and solely for purposes of integration planning and in furtherance of the transactions contemplated by this Agreement, to the Books and Records of the Transferred Entities’ Businesses Business during normal business hours consistent with applicable Law and in accordance with the procedures reasonably established by SellersSeller to prepare the Business for transition to Purchaser at the Closing and Purchaser’s acceptance of the Business at the Closing; provided, however, that (i) no neither Seller or nor any Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a (i) make available Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Business Employee personnel files until after the Closing Date (it being understood that (A) any personnel files that do not relate to Transferred Business Employees shall not be transferred to Purchaser and (B) Seller shall only be obligated to take all reasonable efforts to make available Business Employee personnel files on or after the Closing Date) or (ii) make available medical records, workers’ compensation records, the results of any drug testing or other sensitive or personal information if doing so could reasonably be expected to result in a violation of applicable Law. Any information provided Purchaser shall indemnify and hold Seller and its Affiliates harmless against any Liabilities arising out of or relating to Purchasers any transfer requested by or their Representatives in accordance with this Section 5.1 on behalf of Purchaser or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance withits Affiliates of any such personnel files, shall be considered under, and shall be subject other than to the terms of, extent resulting solely from actions of Seller that are not taken at the Confidentiality Agreementrequest of Purchaser. (b) Purchasers agree Purchaser agrees that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives any other business of Seller or its Affiliates. Neither Purchaser nor any of its Affiliates or Representatives shall not communicate with any of the employees of Sellers Seller or any of its Affiliates, other than communications relating to the Transferred Entities terms of post-Closing employment in coordination with Seller, without the prior written consent of SellersSeller, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary in this Agreement, neither Sellers Seller nor the Transferred Entities any of its Affiliates shall be required to provide access to or disclose information whereif, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client or other applicable legal privilege or protection of such Party or any of its Affiliates party or contravene any Laws, contracts or obligation of confidentiality, or if such information concerns the valuation of the Business or the Sale Process. (c) At and after the Closing DateClosing, Purchasers Purchaser shall, and shall cause their its Affiliates to, afford Sellers Seller and their representativesits Affiliates and Representatives, during normal business hours, upon reasonable request and notice, full access to the books, records, properties and employees of each Transferred Entity and the Business (including making and retaining any copies thereof at Seller’s sole cost and expense) to the extent that such access (i) may be reasonably requested by Sellersfor reasonable business purposes, including in connection with financial statements statements, Taxes, any potential Action or investigation or regulatory matter by or before a proceeding before Governmental Entity (including in connection with the Independent Accounting Firm matters covered under Section 2.5(d5.11), SEC or other Governmental Entity reporting obligations and (ii) does not unreasonably interfere with the normal operations of the Business and any Excluded Asset, Excluded Liability or Environmental Liability for which Seller is or may be responsible; provided, that nothing in this Agreement shall limit any rights of discovery of Seller or its Affiliates. Purchaser, on the one hand, and Seller, on the other hand, shall promptly reimburse the other for such other’s reasonable and documented out-of-pocket expenses associated with requests made by such first party under this Section 5.1(c), but no other charges shall be payable by the requesting party to the other party in connection with such requests. (d) Purchasers agree Purchaser agrees to hold hold, and to cause the Transferred Entities to hold, all the Books and Records of each Transferred Entity’s Entity or the Business existing on the Closing Date and not to destroy or dispose of any thereof such Books and Records for a period of seven ten (710) years from the Closing Date or such longer period of time as may be required by Law, and thereafter, if they desire . (e) Notwithstanding anything to destroy or dispose of such Books and Recordsthe contrary herein, to offer first in writing at least sixty the extent any party is obligated to provide another party physical access to books, records, properties, or employees pursuant to this Section 5.1 or otherwise, such party may instead provide such access by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law (60including any COVID-19 Measures). (f) days Notwithstanding anything to the contrary herein, prior to such destruction the Closing, Purchaser and its Representatives shall not conduct any Phase II Environmental Site Assessment or disposition to surrender them to Sellersany sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility or property of Seller or any of its Affiliates, including the Business Real Property.

Access to Books and Records. (a) After From the date of this Agreement hereof until the earlier of Closing Date, the Closing or termination of this Agreement, Sellers Company shall afford to Representatives of Purchasers provide Buyer and its authorized representatives (“Buyer’s Representatives”) with reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with upon reasonable notice to the procedures established by Sellersappropriate officers, offices, properties, books and records of the Company and its Subsidiaries and any relevant Tax Returns, work papers, supporting documentation, and any other information relevant to Taxes or Tax attributes of the Company or its Subsidiaries (such access including permission to make copies or scans thereof); provided, however, that (i) no Seller or Transferred Entity such access does not unreasonably interfere with the normal operations of the Company; provided, further, that all requests for such access shall be required directed to violate ▇▇▇▇ ▇▇▇▇▇▇ or such other Person as the Company may designate in writing from time to time. Neither the Company nor Seller make any obligation representation or warranty as to the accuracy of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations information (if any) provided pursuant to this Section 5.1(a6.02(a). Without limiting the foregoing, the Company shall provide Buyer with all information, including copies or scans thereof, in the Company or its Affiliates’ possession or that could reasonably be obtained relating to the current and accumulated earnings and profits of FCI Canada Inc. and FCI Mexico. The information provided pursuant to this Section 6.02(a) will be used solely for the purpose of effecting the transactions contemplated hereby, and will be governed by all the terms and conditions of the Confidentiality Agreement, dated April 1, 2009 (iithe “Confidentiality Agreement”) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after through the Closing Date. Any information provided to Purchasers or their Representatives Date (it being understood that if this Agreement is terminated in accordance with this Article IX hereof, the provisions of Section 5.1 or otherwise pursuant 8.02 as they relate to this the survival of the Confidentiality Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreementapply). (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At From and after the Closing DateClosing, Purchasers upon reasonable notice, Seller shall, and shall cause their Affiliates each of its Subsidiaries to, afford Sellers provide Buyer and their representativesits authorized representatives with reasonable access (for the purpose of examining), during normal business hours, upon reasonable notice, full access to the books, records, properties books and employees records of each Transferred Entity Seller and its Subsidiaries (to the extent related to the Business) in connection with any matter solely relating to or arising out of this Agreement, the transactions contemplated hereby or the Business and with respect to periods or occurrences prior to or on the Closing Date; provided, however, that such access does not unreasonably interfere with the normal business operations of Seller or its Subsidiaries; provided, further, that all requests for such access shall be directed to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or such other Person as Seller may be reasonably requested designate in writing from time to time. Unless otherwise consented to in writing by SellersBuyer, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books Seller shall not, and Records shall not permit any of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof its Subsidiaries to, for a period of seven (7) years from following the Closing Date, destroy, alter or otherwise dispose of any of the books and records of any of its Subsidiaries (relating to the Business) for any period prior to the Closing Date without first giving reasonable prior notice to Buyer and offering to surrender to Buyer (at Buyer’s sole cost and expense) such books and records or such longer time as any portion thereof which Seller or any of its Subsidiaries may be required by Lawintend to destroy, and thereafter, if they desire to destroy alter or dispose of; provided, further, that Buyer and its authorized representatives shall have no rights to access under this Section 6.02(b) during any period of such Books time in which Seller and Records, the Buyer are engaged in a dispute with respect to offer first in writing at least sixty (60) days prior to such destruction this Agreement or disposition to surrender them to Sellersthe transactions contemplated hereby.

Access to Books and Records. (a) After In order to facilitate the date resolution of this Agreement until the earlier of any claims made against or incurred by Seller prior to the Closing or termination for any other reasonable purposes, for a period of this Agreementten (10) years after the Closing, Sellers Buyer shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required retain the books, records and other data related to violate any obligation the business of confidentiality the Companies and the Subsidiaries relating to which periods prior to the Closing in a Seller or a Transferred Entity or any manner reasonably consistent with the prior practices of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a)the Companies and the Subsidiaries, and (ii) Sellers shall make availableupon reasonable notice, or cause the Transferred Entities to make availableafford Seller and any Affiliates of Seller, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representativesrespective Representatives, during normal business hours, reasonable access (subject to Applicable Law, any applicable legal privilege and any contractual limitations on Buyer) to such books, records and other data and the Transferred Employees (including making such persons reasonably available to Seller, at Seller’s sole cost and expense, for depositions, preparation for such depositions, trial preparation, trial and related fact-gathering, but excluding any proceedings, or threatened proceedings, between Buyer or an Affiliate, on one hand, and Seller or an Affiliate, on the other hand). (b) In order to facilitate the resolution of any claims made against or incurred by Buyer or the Company after the Closing or for any other reasonable purposes, for a period of ten (10) years after the Closing, Seller shall (i) retain the books, records and other data of Seller that relate to the Companies and the Subsidiaries and their operations for periods prior to the Closing in a manner reasonably consistent with the prior practices of Seller, and (ii) upon reasonable notice, full afford Buyer and the Companies and any of their respective Affiliates, and their respective Representatives, during normal business hours, reasonable access (subject to the Applicable Law, any applicable legal privilege and any contractual limitations on Seller) to such books, records, properties records and other data and employees of each Transferred Entity Seller with applicable knowledge of the business of the Companies and the Subsidiaries and its operations for periods prior to the extent that Closing (including making such access may be persons reasonably requested by Sellersavailable to Buyer, including in connection with financial statements at Buyer’s sole cost and expense, for depositions, preparation for such depositions, trial preparation, trial and related fact-gathering, but excluding any proceedings, or a proceeding before threatened proceedings, between Buyer or an Affiliate, on one hand, and Seller or an Affiliate, on the Independent Accounting Firm under Section 2.5(dother hand). (dc) Purchasers agree Notwithstanding the foregoing, this Section 5.5 shall not apply to hold all the Books Tax Returns and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required other materials covered by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersSection 10.6.

Access to Books and Records. (a) After the date of this Agreement until the earlier Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the Closing or termination financial operations of this Agreement, Sellers shall afford to Representatives of Purchasers the Borrower and the Guarantors and provide the Administrative Agent and its respective representatives and advisors reasonable access to the Books all such books and Records records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Transferred Entities’ Businesses Collateral, during normal regular business hours consistent hours, in order that the Administrative Agent may upon reasonable prior notice and with applicable Law reasonable frequency, but in any event, so long as no Event of Default has occurred and in accordance is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent and its respective representatives and advisors to confer with the procedures established by Sellers; provided, however, officers of the Borrower and the Guarantors and representatives (provided that (i) no Seller or Transferred Entity the Borrower shall be required given the right to violate any obligation participate in such discussions with such representatives) of confidentiality the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to which a Seller the Administrative Agent or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral (other than the Mortgaged Collateral, as to which the provisions of Section 2.04 of the Aircraft Mortgage shall be apply) held by Purchasers the Administrative Agent, in each case at the expense of the Borrower (provided that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreementis continuing). (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the access granted under Section 5.1(a) shall be conducted in such a manner as not Mortgaged Real Property with respect to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, environmental matters upon reasonable notice, full access and obtain any third party verification of matters relating to the books, records, properties Release or alleged Release of Hazardous Materials at the Mortgaged Real Property and employees compliance with Environmental Laws and legally binding requirements of each Transferred Entity Airport Authorities with respect to environmental matters (for matters that would impact the extent that such access may be value of the Mortgaged Real Property) reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d)Administrative Agent at any time and from time to time. (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After From the date of this Agreement hereof until the earlier of the Closing or termination of this AgreementAgreement in accordance with its terms, Sellers the Company shall, and shall afford to Representatives cause each of Purchasers its Subsidiaries to, provide Buyer, Merger Sub, or their respective Affiliates and Advisors with reasonable access to the Books and Records of the Transferred Entities’ Businesses access, during normal business hours consistent with applicable Law and in accordance upon reasonable advanced notice, to the facilities, assets, properties, financial information, senior management-level employees, books and records, contracts and documents of or regarding the Company and its Subsidiaries as reasonably requested from time to time; provided that (a) such access does not unreasonably interfere with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation normal operations of confidentiality to which a Seller or a Transferred Entity the Company or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a)its Subsidiaries, and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the such access granted under Section 5.1(a) shall be conducted occur in such a manner as not the Company reasonably determines to interfere unreasonably with be appropriate to protect the operation confidentiality of the Business transactions contemplated by Sellers this Agreement, and (c) nothing herein shall require the Company to provide access to, or to disclose any information to, Buyer or any of its representatives if such access or disclosure would (y) jeopardize the attorney-client privilege or other legal immunity or protection from disclosure of Buyer, the Surviving Corporation or their Subsidiaries, or (z) contravene any Law or other contractual obligation of confidentiality. The Company does not make any representation or warranty as to the accuracy of any information, if any, provided pursuant to this Section 5.02, and Buyer and Merger Sub may not rely on the accuracy of any such information, in each case, other than the representations and warranties of the Company expressly and specifically set forth in ARTICLE III regarding the Company and its Subsidiaries, and the providing of any such information will not expand the claims or remedies available hereunder to Buyer, Merger Sub, or the Transferred EntitiesBuyer Group in any manner. The information provided pursuant to this Section 5.02 will be used solely for the purpose of effecting the Transactions, and Purchasers will be governed by all the terms and their representatives shall not communicate with any conditions of the employees of Sellers or the Transferred Entities without the prior written consent of SellersConfidentiality Agreement. Notwithstanding anything to the contrary set forth in this Agreement or in the Confidentiality Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or Buyer, its Subsidiaries and their respective Representatives may disclose information where, upon of the advice Company and its Subsidiaries to the Financing Sources and the Financing Source Related Parties without any further consent of counsel, such access the Company or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access subject to the books, records, properties confidentiality and employees use terms of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d)Confidentiality Agreement. (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. For a period of ten (a10) After years following the date of this Agreement until Closing Date, but in no event longer than the earlier statutory terms to preserve business records (gesetzliche Aufbewahrungsfristen), (i) the Group Companies shall, and the Purchasers shall procure that the Group Companies shall, keep all documents, data and books of the Closing or termination of this AgreementGroup Companies and shall grant the Sellers and their authorized representatives reasonable access, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with upon reasonable advance notice, to any and all documents, data and books of the procedures established Group Companies relating to time periods prior to the Closing Date, reasonably required by the Sellers to complete any Tax returns or other statutory filings relating to period prior to the Closing Date and the Purchasers shall procure that the Group Companies allow the Sellers to appropriately review the documents, data and books of the Group Companies relating to time periods prior to the Closing Date and to make, at Sellers; provided’ costs, however, that (i) no Seller copies or Transferred Entity shall be printouts reasonably required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), for the aforementioned purpose and (ii) the Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered undershall, and shall be subject procure that each member of the Sellers' Group shall keep all documents, data and books of the Group Companies to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant extent not physically or electronically transferred to the access granted under Section 5.1(a) Group Companies or the Purchasers and shall be conducted in grant the Purchasers and the Group Companies and their respective authorized representatives reasonable access, during normal business hours and upon reasonable advance notice, to any and all such a manner as not to interfere unreasonably with the operation respective documents, data and books of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the Group Companies relating to time periods prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, reasonably required by the Purchasers shallor the Group Companies, as the case may be, to (a) complete any Tax returns or other statutory filings relating to the period prior to the Closing Date or (b) operate the business of the Group Companies as operated until the Closing Date, and the Sellers shall cause their Affiliates toin each such case and shall procure that the Sellers' Group in each such case allows the Purchasers or the Group Companies to appropriately review the documents, afford Sellers data and their representatives, during normal business hours, upon reasonable notice, full access books of the Group Companies relating to the books, records, properties and employees of each Transferred Entity time periods prior to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy make, at their own costs, copies or dispose of any thereof printouts reasonably required for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersaforementioned purpose.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At From and after the Closing DateClosing, Purchasers the Buyer shall, and shall cause their Affiliates the Company to, afford Sellers provide the Seller and their representativesits Representatives with reasonable access (for the purpose of examining), during normal business hours, hours upon reasonable advance notice, full access to the booksbooks and records of the Company Entities with respect to periods or occurrences prior to the Closing Date to the extent necessary for the preparation of insurance claims, recordsfinancial statements, properties and employees regulatory filings, Tax returns or in connection with any Actions, whether or not relating to or arising out of each Transferred Entity this Agreement or the transactions contemplated hereby. Notwithstanding anything herein to the contrary, no such access shall be permitted to the extent that such access may it would (i) be reasonably requested prohibited by Sellersapplicable Law, including (ii) require the Buyer, the Company to disclose information subject to attorney-client privilege or (iii) conflict with any confidentiality obligations to which the Buyer or any Company Entity is bound. Unless otherwise consented to in connection with financial statements or writing by the Seller, the Company shall not, for a proceeding before the Independent Accounting Firm under Section 2.5(d). period of three (d3) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on years following the Closing Date (and not with respect to destroy or dispose of any thereof Tax books and records, for a period of seven (7) years from years), destroy, alter or otherwise dispose of any of the books and records of the Company Entities for the period prior to the Closing Date without first offering to surrender to the Seller such books and records or any portion thereof which the Buyer, the Company may intend to destroy, alter or dispose of. (b) From and after the Closing, the Seller shall provide the Buyer and its Representatives with reasonable access (for the purpose of examining and copying), during normal business hours, to the books and records of the Seller with respect to periods or occurrences prior to the Closing Date to the extent necessary for the preparation of insurance claims, financial statements, regulatory filings, Tax returns or in connection with any Actions, whether or not relating to or arising out of this Agreement or the transactions contemplated hereby. Notwithstanding anything herein to the contrary, no such longer time as may access shall be required permitted to the extent that it would (i) be prohibited by applicable Law, (ii) require the Seller to disclose information subject to attorney-client privilege or (iii) conflict with any confidentiality obligations to which the Seller is bound. Unless otherwise consented to in writing by the Buyer and thereafterthe Seller shall not, for a period of three (3) years following the Closing Date (and with respect to any Tax books and records, for a period of seven (7) years), destroy, alter or otherwise dispose of any of its books and records for the period prior to the Closing Date without first offering to surrender to the Buyer such books and records or any portion thereof which the Seller may intend to destroy, alter or dispose of. (c) While Seller has used reasonable efforts to determine that the books and records of the Company Entities do not contain any document that contains legal advice or opinions or would be protected from disclosure by the attorney-client or attorney work product privileges solely related to the transactions contemplated hereby, if they desire either Party becomes aware that Seller has transferred documents protected from disclosure by attorney-client or attorney work product privileges to destroy or dispose Buyer solely related to the transactions contemplated hereby, such Party will notify the other immediately upon discovery of such Books and Recordsdocuments. Upon Seller’s request, to offer first in writing at least sixty Buyer will, within five (605) days prior of such request, return to Seller all such documents or certify the destruction or disposition to surrender them to Sellersof such documents.

Access to Books and Records. (a) After Seller shall use commercially reasonable efforts to deliver, or cause to be delivered, to Purchaser, within forty-five (45) days after the Closing Date, all material files, books, records, information and data relating to the Business that are in the possession or control of the Seller Group; provided that such access shall not be construed to require the disclosure of records that would cause the waiver of any attorney-client, work product or like privilege; provided, further that in the event of any litigation nothing herein shall limit any Party’s rights of discovery under applicable Law. (b) Seller shall, to the extent permitted by applicable Law, afford to representatives of Purchaser reasonable access to, from and after the Closing Date to the date of this Agreement until that is five (5) years from the earlier Closing Date, the books and records of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records members of the Transferred Entities’ Businesses Alkali Group not delivered to Purchaser under Section 6.1(a), if applicable, during normal business hours consistent with applicable Law hours, upon reasonable notice and in accordance with the reasonable procedures established by SellersSeller; provided, however, that (A) Seller shall not be required to violate any written confidentiality agreement with a third party to which Seller may be subject in discharging its obligations pursuant to Section 6.1(a); (B) Seller shall make available the personnel files of the employees of the Alkali Group only after the Closing Date; and (C) Seller shall not be required to conduct, or assist Purchaser in conducting, any physical count of inventory. (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would or would reasonably be expected to result in the loss of the attorney-client privilege of such party (provided that such information may be provided to Purchaser’s counsel on a counsel only basis) or contravene any applicable Laws. (d) At and after the Closing to the date that is five (5) years from the Closing Date, Purchaser shall, and shall cause its Subsidiaries to, afford Seller and its representatives, during normal business hours, upon reasonable notice, access to the books, records (excluding employee and personnel records), properties and employees of each member of the Alkali Group, solely to the extent relating to events, occurrences or facts arising at or prior to the Closing, as may be reasonably requested by Seller, including in connection with financial statements, Taxes and SEC reporting obligations of Seller or its Affiliates, in each case, during normal business hours, upon reasonable notice and in accordance with reasonable procedures established by Purchaser and its Subsidiaries; provided, however, that nothing in this Agreement shall limit Seller’s rights of discovery; provided further, however, that (i) no Seller or Transferred Entity neither Purchaser nor any member of the Alkali Group shall be required to violate any obligation of written confidentiality agreement with a third party to which a Seller Purchaser or a Transferred Entity or any such member of their respective Affiliates the Alkali Group, respectively, may be subject in discharging their its obligations pursuant to this Section 5.1(a6.1(d), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree Seller agrees that any permitted investigation undertaken by Purchasers Seller pursuant to the access granted under this Section 5.1(a6.1(d) shall be conducted in such a manner as not to interfere unreasonably with the operation members of the Business by Sellers or Alkali Group from and after the Transferred EntitiesClosing, and Purchasers and their representatives (iii) Seller shall not communicate with conduct any sampling of soil, sediment, surface water, ground water or building material at, on, or under the Real Property or within any facility on the Real Property and (iv) neither Purchaser nor any member of the employees Alkali Group shall be required to conduct, or assist Seller in conducting, any physical count of Sellers inventory. Notwithstanding anything to the contrary contained in this Agreement, the Parties acknowledge and agree that, subject to Section 6.2, Seller may retain copies of any books and records, Contracts or any other documents or materials transferred to Purchaser as part of the Transferred Entities without the prior written consent of Sellerstransactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, neither Sellers Purchaser nor any member of the Transferred Entities Purchaser Group shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize result in the loss of the attorney-client privilege of such Party or any of its Affiliates party (provided that such information may be provided to Seller’s counsel on a counsel only basis) or contravene any applicable Laws. (ce) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree Each Party agrees to hold all the Books books and Records records of each Transferred Entity’s Business member of the Alkali Group existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by applicable Law, and thereafterprior thereto, if they desire it desires to destroy or dispose of such Books books and Recordsrecords, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersthe other Party.

Access to Books and Records. (a) After Without limiting Section 5.4, during the period from the date of this Agreement until to the earlier of the Closing or and the termination of this AgreementAgreement in accordance with its terms, Sellers Seller and the Company shall afford to provide Purchaser and its authorized Representatives of Purchasers with reasonable access to the Books and Records of the Transferred Entities’ Businesses access, during normal business hours consistent and upon reasonable advance notice, to the executive officers, properties, books and records of Seller and the Company solely to the extent relating to the Business, the Transferred Assets or the Transferred Liabilities as may be reasonably requested by Purchaser solely for purposes in furtherance of the transactions contemplated by the Transaction Documents; provided that (a) such access does not interfere with the normal operations of Seller or the Company and (b) such access shall occur in such a manner as Seller reasonably determines to be appropriate to prevent the waiver or loss of any attorney-client privilege or work-product protection of Seller or the Company or any of their respective Affiliates, the violation of any applicable Law or the breach of any duty of confidentiality owed to any Person (whether arising under any Contract or under any applicable Law or otherwise). All requests for such access shall be directed to ▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ or such other Person(s) as such Persons may designate in accordance writing to Purchaser (collectively, the “Designated Contacts”). Purchaser shall comply with, and shall cause its Affiliates and Representatives to comply with, all of their obligations under the Confidentiality Agreement with respect to any information disclosed pursuant to this Section 5.2, which Confidentiality Agreement will remain in full force and effect with respect to such information until the procedures established by Sellers; provided, however, that (i) no Closing. Nothing in this Section 5.2 shall require any of Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity the Company or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to, or to disclose any information to, Purchaser or disclose information where, upon the advice any of counsel, its representatives if such access or disclosure (i) would jeopardize reasonably be expected to cause competitive harm to Seller or the attorney-client Company if the transactions contemplated by this Agreement were not consummated, (ii) would be reasonably likely to, result in the waiver or other loss of any legal privilege or protection, (iii) would result in a breach of such Party any duty (whether arising in Contract, under applicable Law or otherwise) of confidentiality owed to any Person or (iv) would be reasonably likely to, result in the violation of any applicable Law (including Laws relating to antitrust or competition matters) or any of its Affiliates Contract to which Seller or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements Company is party or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing which is binding on the Closing Date and not to destroy respective assets of Seller or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersCompany.

Access to Books and Records. (a) After During the period from the date of this Agreement until to the earlier of the Closing or and the termination of this AgreementAgreement in accordance with its terms, Sellers the Company shall afford cause each Acquired Company to Representatives of Purchasers reasonable provide Purchaser and its authorized representatives with access to the Books and Records of the Transferred Entities’ Businesses (during normal business hours consistent with applicable Law and upon reasonable notice) to the (a) books and records, including financial, operating and other data and information relating to the business, of the Acquired Companies; (b) premises of the Acquired Companies (but excluding sampling or testing of the environment or building materials without prior written permission from the Securityholder Representative); and (c) officers and/or other key personnel of the Acquired Companies, in accordance with the procedures established by Sellerseach case who are listed on Schedule 6.03; provided, however, provided that (i) no Seller or Transferred Entity shall be required to violate such access does not unreasonably interfere with the normal operations of any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a)Acquired Company, and (ii) Sellers such access shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted occur in such a manner as not the Acquired Companies reasonably determine to interfere unreasonably with be appropriate to protect the operation confidentiality of the Business transactions contemplated by Sellers this Agreement, (iii) all requests for such access shall be directed to the Securityholder Representative or such other Person(s) as the Securityholder Representative may designate in writing from time to time (collectively, the “Designated Contacts”), (iv) nothing herein shall require any Acquired Company to provide access to, or to disclose any information to, Purchaser or any of its representatives if such access or disclosure would (A) waive any legal privilege, as determined in good faith by the Company after consultation with counsel, or (B) be in violation of any applicable Law (including any COVID-19 Measures or the Transferred EntitiesHSR Act or other applicable antitrust Laws), and Purchasers (v) no access need be granted if the Company believes it may jeopardize the health and their representatives safety of any employee, independent contractor or other agent of any Acquired Company; provided that prior to withholding any access or information pursuant to the foregoing, the Company shall notify Purchaser in writing of the nature of the information being withheld and take any actions as may reasonably be requested by Purchaser to implement alternate arrangements in order to allow Purchaser such access or information to the extent reasonably practicable under the circumstances. Other than the Designated Contacts or as expressly provided in the immediately preceding sentence, Purchaser is not authorized to and shall not communicate with (and shall cause its employees, agents, advisors, counsel, representatives and Affiliates not to) contact any officer, director, manager, employee or officer, customer, supplier, distributor, lessee, lessor, lender or other material business relation of any Acquired Company prior to the employees of Sellers or the Transferred Entities Closing without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any LawsSecurityholder Representative. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After From and after the date of this Agreement until the earlier of the Closing or termination of this AgreementClosing, Sellers shall afford to Representatives of Purchasers in connection with any reasonable access business purpose relating to the Books and Records Holders’ ownership of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; providedUnits or their, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a)Affiliates’, and (ii) Sellers shall make availablestatus as a current or former officer, manager or equity holder of the Company or AG LLC, including preparation of governmental or regulatory reporting obligations, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after resolution of any claims made against or incurred by the Closing Date. Any information provided to Purchasers or their Representatives Holders in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject respect of periods prior to the terms ofClosing, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from after the Closing, Acquiror shall cause the Surviving Entity and its Subsidiaries to (i) retain the books and records relating to the Surviving Entity and its Subsidiaries with respect to periods prior to the Closing Date or such longer time as may be required by Lawin a manner reasonably consistent with the prior practice of the Company and AG LLC, and thereafter(ii) upon reasonable advance notice and subject to applicable Laws relating to the exchange of information (it being agreed that Acquiror shall cause the Surviving Entity sf-3640269 and its Subsidiaries to make reasonable and appropriate substitute disclosure arrangements under circumstances in which such Laws apply), if Acquiror and the Surviving Entity shall, and shall cause AG LLC to, afford to the Holders and their respective representatives, during normal business hours, reasonable access to the Surviving Entity’s and its Subsidiary’s books and records (as they desire existed on the Closing Date), provided, that such right shall not (a) apply to destroy information that is proprietary or dispose confidential to the Surviving Entity or is subject to an attorney-client privilege or (b) cause the Surviving Entity or any of its Subsidiaries to violate any applicable confidentiality obligations (it being agreed that at the Holder’s request, the Surviving Entity shall use commercially reasonable efforts to seek a waiver of such Books third party restriction and/or make reasonable and Recordsappropriate substitute disclosure arrangements). (b) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.4 shall survive the consummation of the Merger for a period of seven (7) years after the Closing and shall be binding, jointly and severally, on all successors and assigns of Acquiror and the Surviving Entity. In the event that Acquiror or the Surviving Entity or any of their respective successors or assigns, consolidates with or merges into any other Person and shall not be the continuing or surviving entity or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to offer first any Person, then, and in writing at least sixty each such case, proper provision shall be made so that the successors and assigns of Acquiror or the Surviving Entity, as the case may be, shall succeed to the obligations set forth in this Section 6.4. (60c) days prior Acquiror agrees that the covenants contained in this Section 6.4 are intended to such destruction or disposition to surrender them to Sellersbe for the benefit of, and shall be enforceable by, each of the Holders and their respective heirs, successors and assigns.

Access to Books and Records. (a) After the date of this Agreement The Buyer shall preserve until the earlier sixth anniversary of the Closing Date all records possessed or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access be possessed by the Buyer relating to the Books Business prior to the Closing. The Buyer shall provide the Seller and Records its representatives with access, to the extent necessary for reasonable business purposes, and upon prior reasonable written request, during regular business hours, and provided that such access does not unreasonably disrupt the normal operations of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; providedBuyer, however, that to (i) no Seller or Transferred Entity shall be required to violate any obligation the officers and employees of confidentiality to which a Seller or a Transferred Entity or any of their respective the Buyer and its Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers the books of account and records of the Buyer and its Affiliates, but, in each case, only to the extent relating to the Business prior to the Closing, and the Seller and its representatives shall make available, or cause have the Transferred Entities right to make available, Transferred Entity Employee personnel files only after copies of such books and records at their sole cost. Out-of-pocket costs and expenses incurred by the Closing Date. Any information provided to Purchasers or their Representatives Buyer in accordance connection with this Section 5.1 or otherwise pursuant to this Agreement 5.10(a) shall be held reimbursed by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality AgreementSeller. (b) Purchasers agree that any permitted investigation undertaken The Seller shall preserve until the sixth anniversary of the Closing Date all records possessed or to be possessed by Purchasers pursuant the Seller principally relating to the Business prior to the Closing. The Seller shall provide the Buyer and its representatives with access, to the extent necessary for reasonable business purposes, and upon prior reasonable written request, during regular business hours, and provided that such access granted under does not unreasonably disrupt the normal operations of the Seller, to (i) the officers and employees of the Seller and its Affiliates and (ii) the books of account and records of the Seller and its Affiliates, but, in each case, only to the extent principally relating to the Business prior to the Closing, and the Buyer and its representatives shall have the right to make copies of such books and records at their sole cost. Out-of-pocket costs and expenses incurred by the Seller in connection with this Section 5.1(a5.10(a) shall be conducted in such a manner as not to interfere unreasonably with reimbursed by the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any LawsBuyer. (c) At and after the Closing DateNotwithstanding any other provision of this Section 5.10, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to or possession of any books or records or materials or information, as the bookscase may be, records, properties and employees of each Transferred Entity may be denied to the extent requesting party if the providing party is advised by counsel that to grant such access may or possession would reasonably be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d)expected to violate any Law. (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After Between the date of this Agreement until hereof and the earlier Closing Date, the Sellers shall cause the Company to afford to Buyer and its authorized representatives (the "Buyer's Representatives") full access at all reasonable times and upon reasonable notice to the offices, properties, books, records, officers, employees and other items of the Closing Company, and the work papers of KPMG, the Company's independent accountants, relating to work done by KPMG with respect to the Company for each of the fiscal years ended October 31, 1999 and 1998, and otherwise provide such assistance as is reasonably requested by Buyer in order that Buyer may have a full opportunity to make such investigation and evaluation as it shall reasonably desire to make of the business and affairs of the Company. In addition, the Sellers shall cause the Company and its officers and directors to cooperate fully (including providing introductions where necessary) with Buyer to enable Buyer to contact such third parties, including customers, prospective customers, specifying agencies, vendors or termination suppliers of the Company, as Buyer deems reasonably necessary to complete its due diligence; provided that Buyer agrees not to initiate such contacts without the prior approval of the Company, which approval will not be unreasonably withheld. Notwithstanding any other provisions of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity Sellers and the Company shall not be required to violate disclose to Buyer any information that is not publicly available regarding the New Company Products, and to the extent Sellers and the Company do disclose such information, Sellers and the Company acknowledge that Buyer shall not be under any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make availablewith respect thereto, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms ofprohibited from using, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entitiesinformation provided, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose regardless of any thereof for a period course of seven (7) years from dealing between the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersparties.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives representatives of Purchasers Purchaser reasonable access to the Books books and Records records of the Transferred Entities’ Businesses Company and its Subsidiaries during normal business hours consistent with applicable Law Law, upon reasonable notice and in accordance with the reasonable procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities Company and any of its Subsidiaries to make available, Transferred Entity Company Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree Purchaser agrees that any permitted investigation undertaken by Purchasers Purchaser pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business Company’s business by Sellers or the Transferred EntitiesCompany and its Subsidiaries, and Purchasers Purchaser and their its representatives shall not communicate with any of the employees of Sellers or the Transferred Entities Company and its Subsidiaries without the prior written consent of the Sellers’ Representative. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities Company or any of its Subsidiaries shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after Closing through the fifth anniversary of the Closing Date, Purchasers subject to the reasonable confidentiality precautions of the party whose information is being accessed, Purchaser shall, and shall cause their its respective Affiliates (including the Company and the Company’s Subsidiaries) to, afford Sellers the Sellers’ Representative and their its representatives, during normal business hours, upon reasonable noticenotice and at such requesting party’s expense, full access to the books, records, properties and employees of each Transferred Entity the Company and its Subsidiaries to the extent that such access may be is reasonably necessary to (i) (A) prepare or audit financial statements, (B) prepare or file Tax Returns or (C) address Tax, accounting, financial or regulatory matters; and (ii) permit such requesting party and such requesting party’s representatives to make copies of such books and records for the foregoing purposes; provided, however, that nothing in this Agreement shall limit Sellers’ or Purchaser’s rights of discovery. If requested by SellersPurchaser, including in connection with financial statements or a proceeding before such requesting party will provide reasonable substantiation of such requesting party’s purpose for such access to show that such access is for any of the Independent Accounting Firm under Section 2.5(d)foregoing purposes. (d) Purchasers agree Purchaser agrees to hold all the Books books and Records records of each Transferred Entity’s Business the Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date in accordance with its document retention policies or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first but in writing at least sixty any event not less than five (605) days prior to such destruction or disposition to surrender them to Sellersyears after the Closing Date.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this AgreementClosing, Sellers shall afford Buyer shall, upon Seller's request from time to Representatives of Purchasers time, and upon reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and notice, in accordance connection with the procedures established preparation by Sellers; providedSeller or its Affiliates of Tax returns and for such other purposes as Seller shall reasonably request, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (iiA) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject provide to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation officers and other authorized representatives of the Business by Sellers or the Transferred Entities, Seller and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At timely and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representativesfull access, during normal business hours, upon reasonable noticeto any and all premises, full access to the properties, files, books, records, properties documents and employees other information of each Transferred Entity the Companies and the Company Subsidiaries, (B) cause its officers and the officers of the Companies and the Company Subsidiaries to furnish to Seller and its authorized representatives copies of any and all financial, technical and operating data and other information pertaining to the extent that Companies and the Company Subsidiaries and (C) make available to Seller and its authorized representatives personnel of Buyer, the Companies and the Company Subsidiaries to consult with Seller and its authorized representatives and (ii) make available for inspection and copying by Seller at Seller's expense true and complete copies of any documents relating to the foregoing. In exercising their rights under the foregoing provisions of this Section 10.11(a), Seller and its representatives shall not interfere with Buyer's, the Companies' or any Company Subsidiary's normal operations, and as applicable, shall enter into any such access may be confidentiality agreement as the party providing the information shall reasonably requested by Sellersrequire. Buyer shall cause the Companies and the Company Subsidiaries to retain the files, including in connection with financial statements or a proceeding before books, records and documents of the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all Companies and the Books and Records of each Transferred Entity’s Business existing on Company Subsidiaries for at least six years after the Closing Date and not to destroy or dispose Date. Thereafter, Buyer shall give Seller at least 60 business days prior written notice of the proposed destruction of any thereof for a period such files, books, records or documents and, at the request and expense of seven (7) years from the Closing Date or such longer time as may be required by LawSeller, and thereafter, if they desire shall deliver to destroy or dispose Seller any of such Books and Recordsfiles, to offer first in writing at least sixty (60) days prior to such destruction books, records or disposition to surrender them to Sellersdocuments that Seller may request.

Access to Books and Records. (a) After During the period from the date of this Agreement until the earlier of the Closing or the termination of this AgreementAgreement in accordance with its terms, Sellers Seller shall afford to Purchaser and its Representatives of Purchasers reasonable access to the Books books, records, properties and Records employees, in each case to the extent relating to the Business for purposes of furthering the Transferred Entities’ Businesses Sale and the other transactions contemplated hereby, during normal business hours consistent with applicable Law hours, upon reasonable advance written notice and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing DateSeller. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree Purchaser further agrees that any permitted investigation undertaken by Purchasers Purchaser pursuant to the access granted under this Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers and under the supervision of Seller’s designated personnel. All of the books, records and other information to which Purchaser or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of its Representatives is provided access pursuant to this Section 5.1(a) shall be treated as “Evaluation Material” pursuant to the employees terms of Sellers or the Transferred Entities without Confidentiality Agreement, the prior written consent provisions of Sellerswhich are by this reference hereby incorporated herein. Notwithstanding the foregoing or anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities Seller shall not be required to provide access to or disclose to Purchaser or its Representatives any information whereif: (i) Seller or any of its Affiliates, upon on the advice one hand, and Purchaser or any of counselits Affiliates, on the other hand, are adverse parties in any Action and such information is reasonably pertinent thereto; (ii) such access or disclosure would would, in Seller’s reasonable discretion, jeopardize the attorney-client client, work product or similar privilege of such Party Seller or any of its Affiliates or contravene any Lawsapplicable Laws or Orders of a Governmental Entity of competent jurisdiction; or (iii) it relates to the sale process with respect to the Business or the possible sale of the Business to any other third parties prior to the date hereof; provided, further, that if disclosure is restricted pursuant to the foregoing, Seller shall, to the extent legally permissible, and reasonably practicable, cooperate with Purchaser and make appropriate substitute arrangements. The auditors and independent accountants of Seller shall not be obligated to make any work papers available to Purchaser or its Representatives under this Agreement unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. (cb) At and after the Closing DateClosing, Purchasers Purchaser shall, and shall cause their its Affiliates to, afford Sellers to Seller and their representatives, during normal business hours, upon its Representatives reasonable notice, full access to the books, records, properties and employees of the Business (including the Transferred Books and Records, the Transferred Business Employee Records and the Transferred Marketing Materials) and such cooperation and assistance as shall be reasonably required, in each case, to enable Seller and its Affiliates to comply with applicable Law, stock exchange rules and financial reporting requirements and for any other reasonable business purpose, including in respect of third party litigation and insurance matters, but excluding disputes under this Agreement or any Ancillary Agreement. Seller further agrees that any permitted investigation undertaken by Seller pursuant to the access granted under this Section 5.1(b) shall be conducted in such a manner as not to interfere unreasonably with the operation of Purchaser’s business and under the supervision of Purchaser’s designated personnel. Notwithstanding the foregoing or anything to the contrary in this Agreement, Purchaser shall not be required to provide access to or disclose to Seller or its Representatives any information if: (i) Purchaser or any of its Affiliates, on the one hand, and Seller or any of its Affiliates, on the other hand, are adverse parties in any Action and such information is reasonably pertinent thereto; (ii) such access or disclosure would, in Purchaser’s reasonable discretion, jeopardize attorney-client, work product or similar privilege of Purchaser or any of its Affiliates or contravene any applicable Laws, Orders of a Governmental Entity of competent jurisdiction, fiduciary duties, or contractual obligations of confidentiality; (iii) such access or disclosure would disclose a trade secret (including source code); (iv) Purchaser reasonably determines that such information should not be so disclosed due to its competitively sensitive nature; or (v) it relates to Taxes or Tax Returns, other than information solely related to a Transferred Entity Asset or the Business for a Pre-Closing Tax Period; provided, further, that if disclosure is restricted pursuant to the foregoing, Purchaser shall, to the extent that legally permissible, reasonably necessary and reasonably practicable, cooperate with Seller and make appropriate substitute arrangements. The auditors and independent accountants of Purchaser shall not be obligated to make any work papers available to Seller or its Representatives under this Agreement unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access may be to work papers in form and substance reasonably requested by Sellersacceptable to such auditors or independent accountants. (c) For a period of six (6) years after the Closing, including Seller shall hold and not destroy or dispose of, and, to the extent applicable, shall cause its Affiliates to, provide Purchaser with copies of or access to (as determined in the sole discretion of Seller) any Books and Records that are not Transferred Books and Records, in each case, to the extent (i) relating to, held for use with or used in connection with financial statements the Business and (ii) in Seller’s or any of its applicable Affiliates’ possession or control as of such time (such Books and Records, collectively, the “Commingled Books and Records”); provided, however, that (A) neither Seller nor its Affiliates, as applicable, shall be required to provide copies of or access to any Commingled Books and Records to the extent providing such copies or access would, in Seller’s reasonable discretion and determined in good faith, jeopardize attorney-client, work product or similar privilege of Seller or its Affiliates or contravene any applicable Laws or Orders of a proceeding before Governmental Entity of competent jurisdiction, provided that in such event, Seller shall, to the Independent Accounting Firm extent legally permissible, and reasonably practicable, cooperate with Purchaser and make appropriate substitute arrangements, (B) for the avoidance of doubt, prior to providing copies or access to Purchaser under this Section 2.5(d5.1(c), Seller and any of its Affiliates shall be entitled to redact or remove any information in any Commingled Books and Records to the extent such information is (x) not Related to the Business or (y) relating to, held for use with or used in connection with an Excluded Asset or Excluded Liability, (C) Seller and its Affiliates shall only be required to provide copies of or access to the Commingled Books and Records that have not otherwise been provided or made available to Purchaser, and (D) Purchaser shall comply with all applicable Data Protection Laws with respect to such copies or access. (d) Purchasers For a period of six (6) years after the Closing, Seller shall hold and not destroy or dispose of, and, to the extent applicable, shall cause its Affiliates to, provide Purchaser with copies of or access to (as determined in the sole discretion of Seller) any employee or personnel files that are not Transferred Business Employee Records, in each case, to the extent (i) relating to a Transferred Employee and (ii) in Seller’s or any of its Affiliates’ possession or control as of such time (such employee or personnel files, collectively, the “Commingled Employee Records”); provided, that (A) neither Seller nor its Affiliates shall be required to provide copies of or access to any Commingled Employee Records to the extent providing such copies or access would, in Seller’s reasonable discretion and determined in good faith, jeopardize attorney-client, work product or similar privilege of Seller or its Affiliates or contravene any applicable Laws or Orders of a Governmental Entity of competent jurisdiction, provided that in such event, Seller shall, to the extent legally permissible, and reasonably practicable, cooperate with Purchaser and make appropriate substitute arrangements, (B) for the avoidance of doubt, prior to providing copies or access to Purchaser under this Section 5.1(d), Seller and any of its Affiliates shall be entitled to redact or remove any information in any Commingled Employee Records to the extent such information is (x) not Related to the Business or relating to any Transferred Employee, (C) Seller and its Affiliates shall only be required to provide copies of or access to the Commingled Employee Records that have not otherwise been provided or made available to Purchaser, and (D) Purchaser shall comply with all applicable Data Protection Laws with respect to such copies or access. (e) Notwithstanding anything to the contrary contained in this Agreement, the Parties acknowledge and agree that Seller and its Affiliates shall be entitled to hold all (i) keep copies of any Transferred Books and Records, any Transferred Business Employee Records, any Transferred Marketing Materials, any Transferred Contracts or any other documents or materials transferred to Purchaser as part of the Transferred Assets for operational, legal, Tax, regulatory or record-keeping purposes or in order to comply with applicable Laws, Seller’s or its Affiliates’ internal policies and procedures as in effect on the date of this Agreement or any applicable contractual obligations under a Contract in effect on the date of this Agreement that is not a Transferred Contract, subject to the confidentiality obligations hereunder, (ii) redact or remove any information in any such Transferred Books and Records or any other documents or materials transferred to Purchaser as part of each the Transferred Entity’s Assets to the extent not Related to the Business existing on or (iii) redact or remove any information in the Closing Date and Transferred Business Employee Records to the extent not relating to destroy or dispose of any thereof for Transferred Employee. (f) For a period of seven six (76) years from the Closing Date or such longer time as may be required by applicable Law, Purchaser agrees to hold and thereafternot to destroy or dispose of the Transferred Books and Records, the Transferred Business Employee Records, the Transferred Marketing Materials and all other Books and Records transferred to Purchaser or any of its Affiliates as part of the Transferred Assets. Following the expiration of such period, if they desire Purchaser or any of its Affiliates desires to destroy or dispose of such Books books and Recordsrecords, to offer first in writing at least sixty solely upon written request of Seller delivered within thirty (6030) days prior to the expiration of such destruction or disposition six-year period, Purchaser shall offer to surrender them such books and records to SellersSeller. (g) From and after the Closing, subject to, at the reasonable written request of Seller, the execution of a customary common interest or similar agreement by Purchaser or the taking of such other actions by Purchaser as Seller deems reasonably necessary to preserve any attorney-client, work product or similar privilege, Seller shall, and shall cause its applicable Affiliates to, provide Purchaser with copies of or access to (as determined in the sole discretion of Seller) the portion of any Privileged Seller Documents that are (i) reasonably necessary (as determined by Seller in good faith) for Purchaser to prosecute, contest or defend any Action that is pending or threatened prior to the Closing and is Related to the Business or would otherwise constitute an Assumed Liability (such Actions, collectively, the “Pre-Closing Business Actions”) and (ii) in Seller’s or one of its Affiliates’ possession or control as of such time (such documents, the “Privileged Business Documents”); provided, further, that (A) neither Seller nor its Affiliates shall be required to provide copies of or access to any Privileged Business Documents to the extent providing such copies or access would, in Seller’s reasonable discretion and determined in good faith, jeopardize attorney-client, work product or similar privilege of Seller or its Affiliates (notwithstanding the delivery of a common interest agreement or similar agreement or the taking of such other actions by Purchaser as contemplated under this Section 5.1(g)) or contravene any applicable Laws or Orders of a Governmental Entity of competent jurisdiction, (B) for the avoidance of doubt, prior to providing copies or access to Purchaser under this Section 5.1(g), Seller and any of its Affiliates shall be entitled to redact or remove any information in any Privileged Business Documents to the extent not relating to the Pre-Closing Business Action, (C) Seller shall only be required to provide copies of or access to the Privileged Business Documents that have not otherwise been provided or made available to Purchaser, and (D) Purchaser shall comply with all applicable Data Protection Laws with respect to such copies or access.

Access to Books and Records. (a) After From the date of this Agreement hereof until the earlier of the Closing Date or the termination of this AgreementAgreement pursuant to Section ‎9.1, Sellers subject to Section ‎6.5, the Company shall afford to Representatives of Purchasers reasonable provide Buyer and its authorized representatives with access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and upon reasonable notice to the personnel, offices, properties, books and records of the Company and such other data and other information of the Company as Buyer may reasonably request in accordance order for Buyer to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company; provided that such access does not unreasonably interfere with the procedures established by Sellersnormal operations of the Company; provided, however, and provided further that (i) no Seller or Transferred Entity all requests for such access shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject directed to the terms of, Investment Banker or another Person designated in writing by the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers Company or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of SellersInvestment Banker. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities Company shall not be required to provide access disclose any information to or disclose information whereBuyer if such disclosure would, upon in the advice opinion of the Company’s external legal counsel, such access be reasonably expected to (a) jeopardize any business strategy or disclosure would jeopardize the attorney-client or other legal privilege of such Party or any of its Affiliates or (b) contravene any applicable Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access fiduciary duty or binding agreement entered into prior to the booksdate hereof, recordsbut, properties in each such case, the Company shall take reasonable steps to provide such information to Buyer in a manner that does not cause such jeopardization or contravention if requested by B▇▇▇▇ (the limitations and employees of each Transferred Entity agreements set forth in this sentence, the “Access Limitations”). The Company makes no representation or warranty as to the extent that accuracy of any information (if any) provided pursuant to this Section ‎5.3 and Buyer may not rely on the accuracy of any such access may information, in each case other than as expressly set forth in the representations and warranties contained in ‎Article III. The information provided pursuant to this Section ‎5.3 will be reasonably requested governed by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books terms and Records conditions of each Transferred Entity’s Business existing on the Closing Date and not Confidentiality Agreement. Additionally, the Confidentiality Agreement shall survive any termination of this Agreement pursuant to destroy or dispose of any thereof ‎Article IX for a period of seven twenty-four (724) years from months following the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose date of such Books termination, with respect to Evaluation Material (as defined in the Confidentiality Agreement) containing information about any of the Equityholders. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, (i) the Company agrees that Buyer, its subsidiaries and Recordsany Financing Sources may disclose any information provided by or on behalf of the Company to any actual or prospective Financing Sources (provided that the recipients of such information agree to customary confidentiality undertakings, including “click through” confidentiality agreements and confidentiality provisions contained in customary confidential information memoranda, lender presentations or similar documents and Buyer shall be responsible to offer first the Company for any breach of such confidentiality undertakings by any such recipients; provided, further, that notwithstanding the foregoing or anything contained herein to the contrary, for the avoidance of doubt, under no circumstance shall Buyer or Merger Sub be permitted to disclose any information to any such Person if and to the extent such information constitutes “Competitively Sensitive Information” under the Clean Team Agreement unless otherwise permitted under the Clean Team Agreement), (ii) Buyer and its subsidiaries may disclose any such information to the extent reasonably required (in writing at least sixty the good faith judgment of Buyer) to be included in any prospectus, offering memorandum or other similar offering document in connection with the Debt Financing and (60iii) days prior Buyer, its subsidiaries and the Financing Sources may disclose any information to any rating agency, subject to customary confidentiality undertakings by such destruction or disposition to surrender them to Sellersrating agency, in connection with any Debt Financing.

Access to Books and Records. (a) After From the date of this Agreement hereof until the earlier of Closing Date, the Closing or termination of this Agreement, Sellers Company shall afford to Representatives of Purchasers provide Buyer and its authorized representatives (“Buyer’s Representatives”) with access at reasonable access to the Books and Records of the Transferred Entities’ Businesses times during normal business hours consistent with applicable Law and upon reasonable notice to the offices, properties, personnel, books and records of the Acquired Companies in accordance with order for Buyer to have the procedures established opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Acquired Companies. During any visits to any Acquired Company’s facilities permitted by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a)4.05, and (ii) Sellers Buyer shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered undercomply, and shall be subject cause Buyer’s Representatives to comply, with all safety, health and security rules applicable to the terms ofpremises being visited. The Company shall have the right to have a representative present at all times during any such inspections, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entitiesinterviews, and Purchasers and their representatives shall not communicate with examinations conducted at or on the offices or other facilities or properties of any of the employees of Sellers or the Transferred Entities without the prior written consent of SellersAcquired Company. Notwithstanding anything to the contrary contained herein, Buyer and Buyer’s Representatives shall contact and communicate with the employees, customers and suppliers of the Acquired Companies in this Agreementconnection with the transactions contemplated hereby only with the prior consent of the Chief Executive Officer of Company, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Unless otherwise consented to in writing by the Representative, neither Sellers Buyer nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. Subsidiaries (cincluding the Surviving Corporation) At and after shall, for a period of four years following the Closing Date, Purchasers shalldestroy, alter or otherwise dispose of any of the books and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access records of the Surviving Corporation for the period prior to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date without first offering to surrender to the Representative such books and not records or any portion thereof which Buyer or its Subsidiaries (including the Surviving Corporation) may intend to destroy destroy, alter or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersof.

Access to Books and Records. (a) After From the date of this Agreement hereof until the earlier of the Closing or and the termination of this AgreementAgreement pursuant to Article VI (the “Pre-Closing Period”), Sellers shall afford and subject to Representatives the requirements of Purchasers any Law, the Company and each of its Subsidiaries shall: (a) provide Parent and MergerSub and their authorized Representatives, upon reasonable notice, with reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent to the offices, properties, personnel, books, commitments, contracts and records of the Company or any of its Subsidiaries and shall instruct its Representatives to cooperate with applicable Law Parent and MergerSub’s Representatives as reasonably necessary in accordance with order for Parent and MergerSub to have the procedures established by Sellersopportunity to make such investigation as they shall reasonably desire to make of the Business, affairs and properties of the Company or any of its Subsidiaries; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation the activities of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a)Parent, MergerSub and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Parent and MergerSub’s Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner so as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred EntitiesBusiness; and (b) furnish to Parent, and Purchasers MergerSub and their representatives respective Representatives such additional information as Parent, MergerSub and their respective Representatives may reasonably request from time-to-time. Notwithstanding the foregoing, the Company shall not communicate with any of be obligated to provide such access or information if the employees of Sellers Company determines, in its reasonable judgment, that doing so would violate applicable Law or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything jeopardize protections afforded to the contrary Company or any Subsidiary under the attorney client privilege or attorney work product doctrine; provided, however, the Company shall work together with Parent and MergerSub in this Agreementgood faith to provide, neither Sellers nor pursuant to alternative arrangements including entry into a joint defense or other similar arrangement agreed upon by the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counselParties, such access or disclosure would jeopardize information. Except as otherwise agreed to by the attorney-client privilege Company, and notwithstanding the termination of such Party this Agreement, the terms and provisions of the Confidentiality Agreement, dated as of February 15, 2015, between Parent and the Company (the “Confidentiality Agreement”) shall apply to all information furnished to any of Parent and MergerSub’s authorized Representatives by the Company or any of its Affiliates Subsidiaries. No investigation pursuant to this Section 4.2 or contravene information provided, made available or delivered to Parent, MergerSub or any Lawsof Parent or MergerSub’s authorized Representatives pursuant to this Section 4.2 shall affect any representations, warranties, covenants, conditions, remedies or rights of the Parties hereto contained in this Agreement. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Parent and the Sellers shall (I) afford to Representatives representatives of Purchasers Purchaser reasonable access access, upon reasonable request and notice, to the Books books, records and Records employees of the Transferred Entities’ Businesses Companies and their respective Affiliates (to the extent related to the Transferred Companies and their respective Subsidiaries, the Business, or the provision of Services (as defined in the Transition Services Agreement)) during normal business hours consistent with applicable Law and in accordance with the reasonable procedures established by Parent and the Sellers, and (II) until Closing, within twenty (20) days following the end of each calendar month, use reasonable best efforts to furnish to Purchaser unaudited financial statements for the Transferred Companies and their Subsidiaries with respect to such month in a form that is consistent with past practices; provided, however, that (i) no Seller or nor any Transferred Entity Company shall be required to violate Law or any obligation of confidentiality to which a Seller or a Transferred Entity Company or any of their respective Affiliates its Subsidiaries may be subject in discharging their obligations pursuant to this Section 5.1(a), ; and (ii) Sellers shall make available, or cause the Transferred Entities prior to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers , Purchaser shall not conduct any Phase II Environmental Site Assessment or their Representatives in accordance with this Section 5.1 conduct any sampling of soil, sediment, surface water, ground water or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance withbuilding material at, shall be considered underon, and shall be subject to under or within any facility on the terms of, Owned Real Property or the Confidentiality AgreementLeased Real Property. (b) Purchasers agree Purchaser agrees that any permitted investigation undertaken by Purchasers Purchaser pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers any Seller or the Transferred Entities, Company or any of its Subsidiaries and Purchasers Purchaser and their its representatives shall not communicate with any of the employees of Sellers or the Transferred Entities Companies or their respective Subsidiaries (other than those employees listed on Section 5.1(b) of the Purchaser Disclosure Schedule; provided, however, that Purchaser agrees, at Parent’s request, to keep Parent reasonably informed on a regular basis of its communications with such employees) without the prior written consent of SellersParent, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary in this Agreement, neither Parent nor the Sellers nor the any Transferred Entities Company nor any of their respective Subsidiaries shall be required to provide access to or disclose information pursuant to Section 5.1 (a) where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates party or contravene any Laws (it being agreed that, in the event that the restrictions of Section 5.1(a)(i) or this sentence apply, Parent and the Sellers shall cooperate in good faith to design and implement alternative disclosure arrangements to enable Purchaser to evaluate any such information without violating an obligation of confidentiality to any third party, jeopardizing the attorney-client privilege or contravening any Laws). (c) At and after the Closing DateClosing, Purchasers (i) Purchaser shall, and shall cause their Affiliates its Subsidiaries to, afford Parent, the Sellers and their respective representatives, during normal business hours, upon reasonable notice, full reasonable access to the books, records, properties and employees of each Transferred Entity Company and its Subsidiaries existing on the Closing Date to the extent that such access may be reasonably requested by SellersParent, including in connection with financial statements statements, taxes and SEC reporting obligations, and (ii) Parent shall, and shall cause its Subsidiaries to, afford Purchaser and its Subsidiaries and their respective representatives, during normal business hours, upon reasonable notice, reasonable access to the books, records and employees of each of Parent and its Subsidiaries to the extent related to the Business or a proceeding before the Independent Accounting Firm under Transferred Companies and their respective Subsidiaries and reasonably requested by Purchaser, including in connection with financial statements, taxes and SEC reporting obligations; provided, however, that nothing in this Agreement shall limit any of Purchaser’s, Parent’s or the Sellers’ rights of discovery. The terms and conditions of Section 2.5(d5.1(b) shall apply mutatis mutandis to any access provided to Parent, the Sellers and their representatives pursuant to this Section 5.1(c). (d) Purchasers agree Purchaser agrees to hold all the Books books and Records records of each Transferred Entity’s Business Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven ten (710) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire it desires to destroy or dispose of such Books books and Recordsrecords, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersParent.

Access to Books and Records. (a) After the date The Company shall, and shall cause each of this Agreement until the earlier of the Closing its Subsidiaries to, provide Buyer, Merger Sub, or termination of this Agreementtheir respective Affiliates and Advisors with reasonable access, Sellers shall afford to Representatives of Purchasers during normal business hours and upon reasonable access advanced notice, to the facilities, assets, properties, financial information, senior‑management level employees, Books and Records of or regarding the Transferred Entities’ Businesses during normal business hours consistent with applicable Law Company and in accordance its Subsidiaries as reasonably requested from time to time; provided that (a) such access does not unreasonably interfere with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation normal operations of confidentiality to which a Seller or a Transferred Entity the Company or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a)its Subsidiaries or involve any environmental sampling or testing or invasive or subsurface investigations, and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the such access granted under Section 5.1(a) shall be conducted occur in such a manner as not the Company reasonably determines to interfere unreasonably with be appropriate to protect the operation confidentiality of the Business by Sellers or the Transferred EntitiesTransactions, and Purchasers and their representatives (c) nothing herein shall not communicate with any of require the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required Company to provide access to, or to disclose any information to, Buyer or disclose information where, upon the advice any of counsel, its representatives if such access or disclosure (x) would jeopardize cause material competitive harm to the attorney-client privilege of such Party Company or any of its Affiliates Subsidiaries if the Transactions are not consummated, (y) would waive any legal privilege or contravene (z) would be in violation of applicable Laws (including any Laws. COVID-19 Measure) or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (c) At and after copies of which have been provided to Buyer as of the Closing Datedate hereof or will be provided upon reasonable request). The Company does not make any representation or warranty as to the accuracy of any information, Purchasers shallif any, provided pursuant to this Section 5.02, and shall cause their Affiliates toBuyer and Merger Sub may not rely on the accuracy of any such information, afford Sellers in each case, other than the representations and their representativeswarranties of the Company expressly and specifically set forth in ARTICLE III regarding the Company and its Subsidiaries, during normal business hoursand the providing of any such information will not expand the claims or remedies available hereunder to Buyer, upon reasonable noticeMerger Sub, full access or the Buyer Group in any manner. The information provided pursuant to this Section 5.02 will be used solely for the bookspurpose of effecting the Transactions, records, properties and employees of each Transferred Entity to the extent that such access may will be reasonably requested governed by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books terms and Records conditions of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersConfidentiality Agreement.

Access to Books and Records. From and after the Closing, for a period of seven (a7) After years, the date Purchaser shall, and shall cause the Surviving Corporation to, provide the Stockholder Representative and its authorized representatives with reasonable access for the purpose of making of any Tax or regulatory filing or resolving any disputes related to this Agreement until the earlier or pre-Closing operations of the Closing or termination of this AgreementCompany, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent and upon reasonable notice, at the Stockholder Representative’s expense, to (a) the books and records (for the purpose of examining and copying) of the Surviving Corporation and its Subsidiaries with applicable Law respect to periods or occurrences prior to or on the Closing Date and in accordance with (b) employees of the procedures established by SellersSurviving Corporation and its Subsidiaries for purposes of better understanding such books and records; providedprovided that, howevernotwithstanding the foregoing, that (i) no Seller such access does not unreasonably interfere with the normal operations of the Purchaser, the Surviving Corporation or Transferred Entity any of its Subsidiaries, (ii) such access shall occur in such a manner as the Purchaser reasonably determines to be required appropriate to violate any obligation protect the confidentiality of confidentiality to which a Seller or a Transferred Entity the information being accessed and (iii) nothing herein shall require the Purchaser, the Surviving Corporation or any of their respective Affiliates may Subsidiaries to provide any access that would be subject reasonably likely to (A) cause significant competitive harm to the Purchaser, the Surviving Corporation or any of their respective Subsidiaries, (B) waive any legal privilege or (C) be in discharging violation of applicable Law or the provisions of any agreement to which the Purchaser, the Surviving Corporation or any of their obligations pursuant respective Subsidiaries is a party; provided, further, that the Surviving Corporation shall promptly notify the Stockholder Representative of the fact that it is withholding any such access and thereafter shall cooperate with the Stockholder Representative and use commercially reasonable efforts to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities such access to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information be provided to Purchasers the Stockholder Representative and its authorized representatives in a manner that would not reasonably be expected to cause any such competitive harm, result in any such waiver of legal privilege (including by entering into a common interest or their Representatives joint defense agreement) or violate any such Law or the provisions of any such agreement. Unless otherwise consented to in accordance with this Section 5.1 or otherwise pursuant to this Agreement writing by the Stockholder Representative, the Purchaser shall be held by Purchasers and their Representatives in accordance with, shall be considered undernot, and shall be subject to not permit the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers Surviving Corporation or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates Subsidiaries to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from following the Closing Date, destroy, alter or otherwise dispose of any of the books and records of the Company or its Subsidiaries for any period prior to the Closing Date without first giving reasonable prior notice to the Stockholder Representative and offering to surrender to the Stockholder Representative such books and records or such longer time as any portion thereof which the Purchaser or the Surviving Corporation may be required by Lawintend to destroy, and thereafter, if they desire to destroy alter or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersof.

Access to Books and Records. (a) After During the date Interim Period, and subject to the requirements of this Agreement until applicable Laws, the earlier of Sellers shall, and shall cause the Closing or termination of this AgreementTransferred Entities to, Sellers shall afford to Representatives of Purchasers Purchaser reasonable access to the Books books and Records records of the Transferred Entities’ Businesses Business, under the supervision of the personnel of a Seller or an Affiliate of a Seller, during normal business hours consistent with applicable Law and in accordance with the procedures established by the Sellers; provided, howeverin each case, that as is reasonably requested by Purchaser or its Representatives solely (i) no Seller for purposes of integration planning or (ii) in preparation for operating the Business, in each case following the Closing; provided that none of the Sellers or the Transferred Entity Entities shall be required to violate make available any obligation employee personnel files until after the Closing Date; provided, further, that the Sellers and the Transferred Entities shall not be required to make available medical records, workers compensation records, the results of confidentiality any drug testing or other Personal Information if doing so would reasonably be expected to which result in a violation of applicable Law. Notwithstanding anything to the contrary contained in this Section 6.1(a), the Sellers and the Transferred Entities may withhold any document (or portions thereof) or information (a) that is subject to the terms of a non-disclosure agreement or similar undertaking with a third party, (b) that may constitute privileged attorney-client communications or attorney work product, (c) that is of a competitively sensitive nature or (d) if the provision of access to such document (or portion thereof) or information, as determined by any Seller or a any Transferred Entity in good faith, would reasonably be expected to conflict with applicable Contracts or any of their respective Affiliates may be subject in discharging their obligations Laws. All information and documents provided pursuant to this Section 5.1(a), and (ii6.1(a) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall will be subject to the terms ofConfidentiality Agreement, and Purchaser acknowledges and agrees that it has and will continue to abide by, and will cause its Representatives to continue to abide by, the terms of such Confidentiality Agreement. (b) Purchasers agree Purchaser agrees that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a6.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or any other business of any member of the Transferred Entities, Parent Group. Purchaser and Purchasers its Affiliates and its and their representatives respective Representatives shall not communicate with any of the employees customers, suppliers, financing sources, lenders and other business relations of Sellers Parent or any other member of the Transferred Entities Parent Group without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any LawsParent. (c) At Except as otherwise provided in Section 8.2(a), at and after the Closing DateClosing, Purchasers Purchaser shall, and shall cause their Affiliates its Subsidiaries to, afford Parent, Sellers and their representativesrespective Representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity and the Business to the extent that such access may be reasonably requested by Sellersfor reasonable business purposes, including in connection with financial statements statements, Taxes, any potential Action or investigation by or before a proceeding before Governmental Entity (including in connection with the Independent Accounting Firm matters covered under Section 2.5(d)7.4) and SEC or other Governmental Entity reporting obligations. (d) Purchasers agree Except for Tax Returns and other documents governed by Section 8.2(b), Purchaser agrees to hold hold, and to cause the applicable Transferred Entities to hold, all the Books books and Records records of each Transferred Entity’s Entity or the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire any of them desires to destroy or dispose of such Books books and Recordsrecords, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersParent.

Access to Books and Records. (a) After From the date of this Agreement hereof until the earlier of the Closing or and the termination of this AgreementAgreement pursuant to Article VI (the “Pre-Closing Period”), Sellers and subject to the requirements of any Law, the Company and each of its Subsidiaries shall afford to Representatives of Purchasers (a) provide Parent and MergerSub and their authorized Representatives, upon reasonable notice, with reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent to the offices, properties, personnel, books and records of the Company or any of its Subsidiaries and shall instruct its Representatives to cooperate with applicable Law Parent and MergerSub’s Representatives as reasonably necessary in accordance with order for Parent and MergerSub to have the procedures established by Sellersopportunity to make such investigation as they shall reasonably desire to make of the Business, affairs and properties of the Company or any of its Subsidiaries; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation the activities of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a)Parent, MergerSub and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Parent and MergerSub’s Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner so as not to interfere unreasonably with the operation of the Business business of the Company and its Subsidiaries; and (b) furnish to Parent, MergerSub and their respective Representatives such additional information as Parent, MergerSub and their respective Representatives may reasonably request from time-to-time Except as otherwise agreed to by Sellers or the Transferred EntitiesCompany, and Purchasers and their representatives shall not communicate with any notwithstanding the termination of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities terms and provisions of the Confidentiality Agreement, dated as of April 19, 2013, between Parent and the Company (the “Confidentiality Agreement”) shall be required apply to provide access all information furnished to or disclose information where, upon any of Parent and MergerSub’s authorized Representatives by the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party Company or any of its Affiliates Subsidiaries. No investigation pursuant to this Section 4.2 or contravene information provided, made available or delivered to Parent, MergerSub or any Lawsof Parent or MergerSub’s authorized Representatives pursuant to this Section 4.2 shall affect any representations, warranties, covenants, conditions, remedies or rights of the Parties hereto contained in this Agreement. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After the date of this Agreement until Closing, Buyer shall, upon the earlier of the Closing or termination of this AgreementSellers' Representatives' request from time to time, Sellers shall afford to Representatives of Purchasers and upon reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and notice, in accordance connection with the procedures established preparation by Sellers or their Affiliates of Tax returns and for such other purposes as the Sellers; provided' Representatives shall reasonably request, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (iiA) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject provide to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their authorized representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of and its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representativesfull access, during normal business hours, upon reasonable noticeto any and all premises, full access to the properties, files, books, records, properties documents and employees other information of each Transferred Entity the Companies and Included Entities, (B) cause its officers and the officers of the Companies and Included Entities to furnish to Sellers and their authorized representatives any and all financial, technical and operating data and other information pertaining to the extent that Companies and Included Entities and (C) make available to Sellers and their authorized representatives personnel of Buyer and the Companies and Included Entities to consult with such access may be reasonably requested personnel and (ii) make available for inspection and copying by Sellers at Sellers' expense true and complete copies of any documents relating to the foregoing. In exercising their rights under the foregoing provisions of this SECTION 10.11, Sellers and their representatives shall not interfere with Buyer's, the Companies' or the Included Entities' normal operations. Buyer shall cause the Companies and Included Entities to retain the files, books, records and documents of the Companies and the Included Entities for at least six years after the Closing Date. Thereafter, Buyer shall give the Sellers' Representatives at least 60 business days prior written notice of the proposed destruction of any such files, books, records or documents and, at the request and expense of Sellers, including in connection with financial statements shall deliver to Sellers any of such files, books, records or a proceeding before the Independent Accounting Firm under Section 2.5(d)documents that Sellers may request. (db) Purchasers agree After the Closing, Buyer, the Companies and the Included Entities, on the one hand, and the Sellers, on the other hand, will make available to hold the other, as reasonably requested, and to any taxing authority, all information, records or documents relating to the Books and Records liability for Taxes or potential liability of each Transferred Entity’s Business existing on the Companies or any of the Included Entities for Taxes for all periods prior to or including the Closing Date and not to destroy will preserve such information, records or dispose documents until the expiration of any thereof for a period of seven (7) years from the Closing Date applicable statute or such longer time as may be required by Law, and thereafter, if they desire to destroy limitations or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersextensions thereof.

Access to Books and Records. Parent shall maintain until the seventh (7th) anniversary of the Closing Date all Books and Records relating to any Acquired Company or any asset or liability of any Acquired Company prior to the Closing in a manner consistent with Parent’s bona fide document retention policies. After the Closing, Parent shall provide the Securityholders’ Representative and its Representatives with reasonable access, upon prior reasonable written request, during regular business hours, to (a) After the date of this Agreement until the earlier officers and Employees of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to Acquired Companies and (b) the Books and Records Records, but, in each case, only to the extent relating to the assets, liabilities or business of any Acquired Company prior to the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a)Closing, and (ii) Sellers the Securityholders’ Representative and its Representatives shall make available, or cause have the Transferred Entities right to make available, Transferred Entity Employee personnel files only after copies of such Books and Records at its sole cost; provided that the Closing Date. Any information provided to Purchasers or their Securityholders’ Representative and its Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that conduct any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted such activities in such a manner as not to interfere unreasonably with the operation business or operations of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of SellersAcquired Companies. Notwithstanding anything herein to the contrary in this Agreementcontrary, neither Sellers nor the Transferred Entities no such access or examination shall be required permitted to provide access the extent that it would require Parent to or disclose information where(i) that is subject to attorney-client, upon the advice of counsel, attorney work product or other evidentiary privilege or protection (provided however that Parent shall use its reasonable best efforts to allow such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the booksmaximum extent that does not result in a loss of legal privilege), records(ii) that violates or breaches any third-party confidentiality obligations to which any Acquired Company is bound as of the date of this Agreement (provided, properties and employees however, that the Parent shall use its reasonable best efforts to obtain a waiver with respect to such confidentiality obligation), or (iii) that violates any applicable Law or would expose any Acquired Company to any liability for disclosure of each Transferred Entity any personal information, personally identifiable information or protected health information (provided, however, that Parent shall use its reasonable best efforts to allow such access or disclosure to the maximum extent that it does violate applicable Law or result in any such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(dLiability). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After 2.15.1 Between the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shallSeller will cause the Company Entities to allow Purchaser, its counsel and shall cause their Affiliates to, afford Sellers other representatives and their representatives, during normal business hours, upon reasonable notice, full agents access to the books, records, properties files, documents, assets, properties, contracts and employees of each Transferred Entity agreements, including, without limitation, any personnel records or any environmental studies, title policies or surveys relating to the extent Real Property, of the Company Entities as Purchaser may reasonably request. In the event that Purchaser desires to obtain title commitments or environmental audits of the Real Property owned by the Company Entities, Seller shall also, and shall cause the Company Entities to, assist Purchaser in obtaining such access may be reasonably requested by Sellerscommitments or audits, including by delivering a "non-imputation" endorsement to the effect that the title defects known to the officers, directors and shareholders of the Company Entities shall not be deemed "facts known to the insured" for purposes of the title insurance policy. Purchaser will conduct any investigation in a manner that will not unreasonably interfere with the business of the Company Entities. Purchaser will treat as confidential all confidential information disclosed to it or its representatives in connection with Purchaser's investigation of the Company Entities, except as otherwise required by law. 2.15.2 After the Closing Date, Purchaser shall, upon request of Seller, and with reasonable notice to Purchaser, in connection with the preparation by Seller of financial statements or a proceeding before and tax returns and for such other purposes as Seller shall reasonably request (but only with respect to operations of the Independent Accounting Firm Company Entities prior to Closing), (i) provide to Seller reasonable access, during normal business hours, to files, books, records, documents and other information of the Company Entities (and, at Seller's expense, copies thereof), (ii) cause its officers and personnel and the Acquired Company to furnish to Seller any and all financial and operating data and other information pertaining to the Company Entities, and (iii) make available, for consultation with Seller, personnel of Purchaser and of the Acquired Company having access to such information and documents. In exercising its rights under this Section 2.5(d). (d) Purchasers agree to hold all 2.15, Seller and its representatives shall not interfere with the Books Company Entities' normal operations. Purchaser shall retain the files, books, records and Records documents of each Transferred Entity’s Business existing on the Acquired Company, and comply with the aforesaid provisions, for at least three years after the Closing Date Date. Seller acknowledges and not agrees that any and all information to destroy or dispose which it is granted access pursuant hereto shall be the subject of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, confidentiality provisions set forth and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first contained in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersthe Non-Competition Agreement.

Access to Books and Records. (a) After From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement, the Sellers shall afford (and shall cause their respective Affiliates and Representatives to) (i) permit the Purchaser Group, its Debt Financing sources (including the Lenders and the underwriters and initial purchasers in any Bond Financing) and each of their respective Representatives to Representatives of Purchasers have reasonable access to the Books books and Records records, assets, Business Employees, facilities, Contracts and data of Sellers and the Transferred Entities’ Businesses during normal business hours consistent with applicable Law Business Entities and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject which are Related to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representativesBusiness, during normal business hours, upon reasonable notice, full consistent with applicable Law and (ii) furnish to the Purchaser Group, its Debt Financing sources (including the Lenders and the underwriters and initial purchasers in any Bond Financing) and each of their respective Representatives such additional financial and operating data and other information regarding the Business (or true, complete and correct copies thereof) as the Purchaser Group, its Debt Financing sources (including the Lenders and the underwriters and initial purchasers in any Bond Financing) or any of their respective Representatives may from time to time reasonably request; provided, however, that the Sellers may withhold any document or information that is subject to any attorney‑client privilege. (b) For a period of seven (7) years after the Closing Date, at the Sellers' sole cost and expense, the Purchaser Group shall, and shall cause its Subsidiaries to, afford the Sellers and their Representatives, during normal business hours, upon reasonable notice, reasonable access to the books, records, properties and employees of each Transferred Entity the Business Entities solely to the extent relating to events, occurrences or facts arising prior to Closing that such access may be reasonably requested by the Sellers, including in connection with financial statements reporting and accounting matters, for reports or a proceeding before filings required with any Governmental Entities; provided, however, that the Independent Accounting Firm under Purchaser Group and its Subsidiaries may withhold any document or information that is subject to any attorney‑client privilege. Any information provided to the Sellers or their Representatives in accordance with this Section 2.5(d)4.1 shall be held and treated as Confidential Information for the purposes of this Agreement and shall be kept confidential to the same extent as Confidential Information was kept confidential by the Sellers prior to the Closing Date. (dc) Purchasers agree For a period of seven (7) years after the Closing Date, (i) in order to facilitate the resolution of any claims made against or incurred by the Purchaser Group or any of its Affiliates relating to the Business and for purposes of compliance with securities, environmental, employment and other Laws, each of the Sellers and their respective Affiliates shall (A) retain the books and records relating to the Business relating to periods prior to the Closing which shall not otherwise have been delivered to the Purchaser Group and (B) upon reasonable notice, afford the Representatives of the Purchaser Group reasonable access (including the right to make copies), during normal business hours, to such books and records and (ii) the Purchaser Group shall cause the Transferred Entities to hold all the Books books and Records of each Transferred Entity’s Business existing records received by it on the Closing Date pursuant to the terms hereof and not to destroy or dispose of any thereof for a period of seven (7) years from without first offering to the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first Sellers in writing at least sixty thirty (6030) days prior to such destruction or disposition to surrender them to the Sellers.

Access to Books and Records. (a) After From the date hereof to the Closing Date, each of this Agreement until Swordfish and Cobia shall, and shall respectively cause the earlier other members of the Closing or termination of this AgreementSwordfish Contributor Group and the Cobia Contributor Group, Sellers shall as applicable, to, to the extent permitted by applicable Law, afford to Representatives representatives of Purchasers the other Contributor and the Companies reasonable access to the Books relevant portions of books, records (including employee and Records of personnel records), properties and employees, in each case to the Transferred Entities’ Businesses extent related to the Swordfish Acetow Group or the Cobia Business, as applicable, during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellershours, upon reasonable written notice; provided, however, that neither Swordfish (ior any member of the Swordfish Contributor Group) no Seller nor Cobia (or Transferred Entity any member of the Cobia Contributor Group) shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates such Person may be subject in discharging their its obligations pursuant to this Section 5.1(a7.1(a) and, each of Cobia and Swordfish may, as each determines is reasonably necessary, redact competitively sensitive material from the access provided to the other pursuant to this Section 7.1(a); provided further that Swordfish and Cobia shall cooperate to allow disclosure of as much of such information as is reasonably practicable to the extent doing so would not be reasonably likely to result in the violation of any such applicable Law or confidentiality obligation. From the date hereof until the Closing Date, each of Swordfish and Cobia shall use their respective reasonable best efforts not to remove from the Swordfish Dataroom and Cobia Dataroom, respectively, and (ii) Sellers shall make availablewill use their respective reasonable best efforts to cause any administrator of the Datarooms not to remove, any documents, files or cause folders that are included therein as of the Transferred Entities to make available, Transferred Entity Employee personnel files only after date hereof or from the date hereof until the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement Within ten (10) Business Days following the date hereof, each of Swordfish and Cobia shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject deliver to the terms ofCompanies and each other the USB Keys, the Confidentiality Agreementas applicable, as of close of business on June 16, 2017. (b) Purchasers Swordfish and Cobia further agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a7.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or other Party’s business and the Transferred Entitiesother Party’s Affiliates, and Purchasers each of Swordfish and their representatives Cobia shall not communicate with any of the employees of Sellers or the Transferred Entities not, (i) without the prior written consent of Sellersthe other Party, communicate with any of the directors, officers or other employees of any member of the other Party or the other Party’s Affiliates and (ii) without the prior written consent of the other Party, communicate with any customers, vendors or clients of the other Party or the other Party’s Affiliates, in each case, with respect to the other Party’s business or the transactions contemplated by this Agreement, the Transaction Steps Schedule and the Ancillary Agreements. Notwithstanding anything to the contrary in this Agreement, neither Sellers Swordfish nor the Transferred Entities Cobia shall be required to provide access to or disclose information whereinformation, that (x) where upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates Affiliate or contravene any applicable Laws, (y) is related to the transactions contemplated hereby, or (z) constitutes a trade secret or is proprietary information; provided that, if there is any limit to a Contributor’s right to access or information pursuant to this Section 7.1(b), each of Swordfish and Cobia shall use their respective reasonable best efforts to develop an alternative to providing such access or information to the other Party. (c) At and after For six (6) years from the Closing Date, Purchasers shall, and the Company Group shall cause their Affiliates toto the extent permitted by applicable Law, afford Sellers to representatives of Swordfish and their representatives, Cobia (as applicable) reasonable access to the relevant portions of books and records of the Company Group during normal business hours, upon reasonable notice, full access in connection with (i) the preparation of financial statements, Taxes, including the preparation of any Tax Return or conduct of any Tax Proceeding, and U.S. Securities and Exchange Commission reporting obligations, (ii) compliance by such Contributor or such Contributor’s Affiliates with applicable Law or (iii) the enforcement of any rights under this Agreement or any Ancillary Agreement; provided, however, that (x) the Company Group shall not be required to violate any written confidentiality agreement with a third party to which such Person may be subject in discharging its obligations under this Section 7.1 and (y) any permitted investigation undertaken pursuant to the booksaccess granted under this Section 7.1 shall be conducted in such a manner as not to unreasonably interfere with the operation of the business by the Company Group from and after the Closing; provided further that Swordfish or Cobia (as applicable), recordson the one hand, properties and employees the Company Group, on the other hand, shall cooperate in seeking to find a way to allow disclosure of each Transferred Entity as much of such information as is reasonably practicable to the extent that such access may doing so would not reasonably be reasonably requested by Sellers, including likely to result in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose violation of any thereof for a period such confidentiality obligation. Notwithstanding anything to the contrary contained in this Agreement, subject to Section 7.2, Cobia may retain copies of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such any Cobia Transferred Books and Records, Cobia Transferred Contracts or any other documents or materials transferred to offer first in writing at least sixty (60) days prior the Company Group as part of the Cobia Transferred Assets or otherwise pursuant to such destruction or disposition to surrender them to Sellersthe Cobia Reorganization Transactions.

Access to Books and Records. (a) After From the date of this Agreement hereof until the earlier of the Closing or termination of this AgreementDate, Sellers Seller shall afford to Representatives of Purchasers provide Buyer and its representatives with reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with upon reasonable notice to the procedures established by Sellersoffices, properties, books and records of the Companies and Seller to the extent relating to the transition of the ownership of the Companies and their businesses to Buyer; provided, howeverthat, that (a) such access does not unreasonably interfere with the normal operations of Seller or any of the Companies; (b) all requests for such access shall be directed in writing to Seller or such other Person as Seller may designate in writing from time to time; (c) Seller shall not be required to disclose any information if Seller reasonably determines that: (i) no information is subject to attorney-client privilege to the extent doing so would reasonably be expected to cause such privilege to be waived; or (ii) disclosure may contravene any Applicable Laws, including any Antitrust Law, fiduciary duty or agreement; (d) Buyer shall cause all personnel and other representatives of Buyer seeking on-site access to the properties of the Companies and Seller to sign any waivers or Transferred Entity releases of the Companies and Seller as the Companies and Seller may reasonably require prior to such access and to comply with all applicable safety procedures and protocols of the Companies and Seller during their visit to such properties; and (e) the conduct of Buyer’s Environmental Assessments shall be required further subject to violate the provisions of Section 5.13. The parties will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the preceding sentence applies to the extent commercially practicable. In addition to and not in limitation of Section 3.26 and the terms of the Confidentiality Agreement, Seller makes no representation or warranty as to the accuracy of any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations information (if any) provided pursuant to this Section 5.1(a)5.03, and (ii) Sellers shall make availableBuyer may not rely on the accuracy of any such information, or cause in each case other than as expressly set forth in the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Daterepresentations and warranties contained in Article III. Any The information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall Section 5.03 will be held by Purchasers used solely for the purpose of evaluating and their Representatives in accordance with, shall be considered under, effecting the transactions contemplated hereby and shall be is otherwise subject to the terms ofrequirements of Section 5.01. Buyer shall indemnify, defend and hold harmless Seller and its Affiliates (including, prior to the Closing, the Confidentiality Agreement. (bCompanies) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant from and against all Damages or claims resulting from or relating to death or bodily injury or damage to real or personal property resulting from or relating to the access granted activities of any Person under this Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with 5.03 unless caused by the operation gross negligence or willful misconduct of the Business by Sellers Seller or the Transferred Entitiesits Affiliates (including, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this AgreementClosing, neither Sellers nor the Transferred Entities shall be required to provide access to Companies) or disclose information where, upon the advice of counsel, such access their respective employees or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Lawscontractors. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or the valid termination of this Agreement, Sellers and subject to the requirements of applicable Laws, Seller shall, and shall cause the Transferred Entities to, afford to Representatives of Purchasers Purchaser reasonable access access, upon reasonable request and notice, for purposes of integration planning or the determination of any matter relating to the Books rights or obligations of Purchaser or any of its Affiliates under this Agreement or the other Transaction Agreements, to the books and Records records of the Transferred Entities’ Businesses Entities and the Business, and such additional financial and operating data and other information regarding the Transferred Entities and the Business as Purchaser or its Representatives may from time to time reasonably request, in each case during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality AgreementLaw. (b) Purchasers agree Purchaser agrees that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a5.01(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives any other business of Seller or its Affiliates. Neither Purchaser nor any of its Affiliates or Representatives shall not communicate with any of the employees of Sellers Seller or the Transferred Entities any of its Affiliates without the prior written consent of SellersSeller, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary in this Agreement, neither Sellers Seller nor the Transferred Entities any of its Affiliates shall be required to provide access to or disclose information whereif, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client or other applicable legal privilege or protection of such Party or any of its Affiliates party or contravene any LawsLaws (provided, that the Parties shall work in good faith to develop substitute disclosure arrangements for such information that do not result in any such waiver of legal privilege or violation of Law), contracts or obligation of confidentiality (provided, that Seller shall make reasonable efforts to obtain any consent or waiver from any Third Party to whom any contractual confidentiality obligation is owed in order to disclose such information to Purchaser), or if such information concerns the valuation of the Business or the Sale Process. (c) At and For a period of five (5) years after the Closing Date, Purchasers Purchaser shall, and shall cause their its Affiliates to, use commercially reasonable efforts, at the Seller’s sole cost, to afford Sellers Seller and their representativesits Affiliates and Representatives, during normal business hours, upon reasonable noticerequest and notice and otherwise in a manner that is not unreasonably burdensome to Purchaser and its Affiliates, full access to the books, records, properties records and employees of each Transferred Entity and the Business existing on the Closing Date and transferred to Purchaser (in the case of access to employees, subject in each case to Purchaser’s prior written consent, not to be unreasonably withheld), to the extent that such access may be reasonably requested by Sellersfor reasonable business purposes, including in connection with financial statements statements, Taxes, any potential Action or investigation or regulatory matter by or before a proceeding before Governmental Entity (including in connection with the Independent Accounting Firm matters covered under Section 2.5(d)5.11) and SEC or other Governmental Entity reporting obligations; provided that nothing in this Agreement shall limit any rights of discovery of Seller or its Affiliates so long as such Action does not relate to a dispute between the Parties related to this Agreement. (d) Purchasers agree Purchaser agrees to hold all hold, and to cause the Books Transferred Entities to hold, the books and Records records of each Transferred Entity’s Entity and the Business existing on the Closing Date and not to destroy or dispose of any thereof such books and records, for a period of seven five (75) years from the Closing Date or such longer period of time as may be required by Law, and thereafter, if they desire any of them desires to destroy or dispose of such Books books and Recordsrecords, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersSeller. (e) Notwithstanding anything to the contrary herein, to the extent any party is obligated to provide another party physical access to books, records, properties, or employees pursuant to this Section 5.01 or otherwise, such party may instead provide such access by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law (including any COVID-19 Measures). (f) Notwithstanding the foregoing, the Seller may maintain a copy of the books and records of the Transferred Entities and copies of the materials set forth in Sections 2.01(b)(iv) through (x) in its restricted access files for actual or anticipated litigation, regulatory compliance or corporate record keeping purposes, and Seller nor its Representatives will be required to destroy any computer records or files containing such information that have been created pursuant to automatic electronic archiving and back-up procedures in the ordinary course of business where it would be unduly burdensome to do so or would be contrary to applicable Law, or applicable rules or regulations of any national securities exchange.

Access to Books and Records. For a period of five (a5) After years after the date of this Agreement until the earlier of the Closing or termination of this AgreementClosing, Sellers and Buyers shall afford to Representatives of Purchasers provide each other with reasonable access to and the Books and Records right to make copies of the Transferred Entitiessuch of Sellers’, Buyers’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a)Affiliates’ books, records and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject relating primarily to the terms ofBusinesses, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to Purchased Subsidiaries, the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers Acquired Assets, Assumed Liabilities or the Transferred EntitiesExcluded Liabilities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may reasonably be reasonably requested required by Sellers, including such Party in connection with the Assumed Liabilities or the Excluded Liabilities or other matters relating to the operation of the Businesses and the Acquired Assets, or for use in permitting the requesting Party properly to effect financial statements reporting, Tax return preparation, or a proceeding before Tax compliance matters. In addition, Exopack, Sellers and Buyers shall make available to the Independent Accounting Firm under Section 2.5(d). (d) Purchasers other Party, upon the other Party’s reasonable request, personnel of Exopack or such Seller or Buyer who are familiar with any such matter requested; provided, however, that the Persons seeking such access shall use commercially reasonable efforts to interfere to the least extent possible with the operations and business of the Parties. Buyers agree to hold preserve and keep all of the Books material books and Records records of each Transferred Entity’s Business existing on the Closing Date and not Businesses included in the Acquired Assets or relating to destroy or dispose of any thereof the Purchased Subsidiaries for a period of seven not less than (75) five years from after the Closing Date Date. Prior to disposing of any such books, records or files, Buyers shall afford Sellers a reasonable opportunity to segregate, remove or copy such longer time books, records and files as Sellers may select and at Sellers’ expense. The Party exercising this right of access shall be required solely responsible for any costs or expenses incurred by Law, and thereafter, if they desire it pursuant to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersthis Section 5.01.

Access to Books and Records. (a) After During the period from the date of this Agreement until the earlier of the Closing or the earlier termination of this AgreementAgreement pursuant to Section 7.01 hereof, Sellers the Company shall afford to Representatives provide Parent and its representatives, advisors and prospective lenders and each of Purchasers reasonable their respective representatives (“Parent’s Representatives”) with access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent and upon reasonable notice to the offices, employees, properties, books and records of the Company as it reasonably requests, and the Company shall use reasonable efforts to cause its employees and representatives to cooperate with applicable Law Parent and Parent’s Representatives in accordance connection with Parent’s access to the foregoing; provided that such access does not unreasonably interfere with the procedures established by Sellersnormal operations of the Company; provided, however, provided further that (i) no Seller or Transferred Entity all requests for such access shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject directed to the terms of, Company CFO or such other Person as the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant Company may designate in writing from time to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellerstime. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities Company shall not be required to provide access disclose any information to or disclose information where, upon the advice of counsel, Parent if such access or disclosure would be reasonably likely to (y) jeopardize the any attorney-client or other legal privilege of such Party or any of its Affiliates or (z) contravene any applicable Laws. , fiduciary duty, agreement or confidentiality obligations binding upon the Company prior to the date hereof; provided that the Company shall request, but shall not be required to obtain, a waiver of any such confidentiality obligations upon Parent’s reasonable request; provided, further, that the Company will disclose any such information to Parent if Parent agrees to be bound by the terms of any confidentiality agreement applicable to the Company. The Company does not make any representation or warranty as to the accuracy of any information (cif any) At provided pursuant to this Section 5.02, other than as expressly set forth in the Company’s representations and after warranties contained in Article 3. Prior to the Closing DateClosing, Purchasers shallthe information provided pursuant to this Section 5.02 will be used solely for purposes relating to the transactions contemplated hereby and Parent’s rights hereunder, and shall cause their Affiliates tobe governed by all the terms and conditions of the Confidentiality Agreement, afford Sellers dated January 22, 2008, between Tornier Inc. and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to Company (the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d“Confidentiality Agreement”). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After the date of entry into this Agreement until the earlier Closing, and subject to the requirements of applicable Laws, Parent shall, and shall cause the Closing or termination of this AgreementTransferred Companies to, Sellers shall afford to Representatives of Purchasers Purchaser reasonable access to the Books books and Records records of the Transferred Entities’ Businesses Versace Business (other than with respect to any Retained Businesses) during normal business hours consistent with applicable Law and in accordance with the procedures established by SellersParent, in each case, as is reasonably requested by Purchaser or its Representatives solely for purposes of integration planning and in furtherance of the consummation of the Transactions; provided, however, provided that (i) no Seller none of Parent or any Transferred Entity Company shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity available Business Employee personnel files only until after the Closing Date. Any information provided ; provided, further, that Parent and the Transferred Companies shall not be required to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance withmake available medical records, shall be considered under, and shall be subject to the terms ofworkers’ compensation records, the Confidentiality Agreementresults of any drug testing or other sensitive or Personal Information if doing so could result in a violation of applicable Law. (b) Purchasers agree ▇▇▇▇▇▇▇▇▇ agrees that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Versace Business by Sellers or the Transferred Entities, any other business of Parent or its Affiliates. Purchaser and Purchasers its Affiliates and its and their representatives respective Representatives shall not communicate with any of the employees of Sellers Parent or the Transferred Entities its Affiliates without the prior written consent of SellersParent. Notwithstanding anything to the contrary in this Agreement, neither Sellers Parent nor the Transferred Entities any of its Affiliates shall be required to provide access to or disclose information whereif, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client or other applicable legal privilege or protection of such Party party or any result in the disclosure of its Affiliates competitively sensitive information or contravene any Laws, Contracts or obligation of confidentiality; provided that Parent shall use its commercially reasonable efforts to provide such access or information in a manner that would not violate the foregoing. (c) At Except with respect to Tax matters governed by Section 7.3, at and for a period of seven (7) years after the Closing DateClosing, Purchasers Purchaser shall, and shall cause their Affiliates its Subsidiaries to, afford Sellers Parent and its Affiliates and their representativesrespective Representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of the Transferred Companies (in each Transferred Entity case solely with respect to matters relating to any pre-Closing period) and the Versace Business to the extent that such access may be reasonably requested by Sellersfor reasonable business purposes, including in connection with financial statements statements, financial reporting, any potential Action or a proceeding before any investigation (including in connection with the Independent Accounting Firm matters covered under Section 2.5(d)5.10) and SEC or other Governmental Entity reporting obligations; provided that nothing in this Agreement shall limit any rights of discovery of Parent or its Affiliates. Parent agrees that any access granted under this Section 5.1(c) shall not interfere unreasonably with the operation of the Versace Business or any other business of Purchaser or its Affiliates. Notwithstanding anything to the contrary in this Agreement, neither Purchaser nor any of its Affiliates shall be required to provide access to or disclose information if, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client or other applicable legal privilege or protection of such party or result in the disclosure of competitively sensitive information or contravene any Laws, Contracts or obligation of confidentiality; provided that Purchaser shall use its commercially reasonable efforts to provide such access or information in a manner that would not violate the foregoing. (d) Purchasers agree Except with respect to hold Tax matters governed by Section 7.3, at and for a period of seven (7) years after the Closing, Parent shall, and shall cause its Subsidiaries to, afford Purchaser and its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, access to the books and records to the extent relating to the Transferred Companies and the Versace Business (in each case solely with respect to matters relating to any pre-Closing period) to the extent that such access may be reasonably requested for reasonable business purposes, including in connection with financial statements, financial reporting, any potential Action or any investigation (including in connection with the matters covered under Section 5.10) and Hong Kong Listing Rules or other Governmental Entity reporting obligations; provided that nothing in this Agreement shall limit any rights of discovery of Purchaser or its Affiliates. Purchaser agrees that any access granted under this Section 5.1(d) shall not interfere unreasonably with the operation of the Parent or its Affiliates. Notwithstanding anything to the contrary in this Agreement, neither Parent nor any of its Affiliates shall be required to provide access to or disclose information if, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client or other applicable legal privilege or protection of such party or result in the disclosure of competitively sensitive information or contravene any Laws, Contracts or obligation of confidentiality; provided that Parent shall use its commercially reasonable efforts to provide such access or information in a manner that would not violate the foregoing. (e) Purchaser agrees to hold, and to cause the Transferred Companies to hold, all the Books books and Records records of each the Transferred Entity’s Companies or the Versace Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law (or, in the case of Tax Returns, the expiration of the relevant statute of limitations under applicable Tax Law), and thereafter, if they desire any of them desires to destroy or dispose of such Books books and Recordsrecords, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersParent.

Access to Books and Records. (a) After the date For a period of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that seven (i7) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after years following the Closing Date, Purchasers Buyer shall, and shall cause the Buyer Entities, Transferred Subsidiaries and their Affiliates to, retain and afford Sellers to the Seller Entities and their representativesAffiliates, their counsel and their accountants, during normal business hours, hours and upon reasonable advance notice, full reasonable access to the books, recordsrecords and other data of the Business and of the Business Assets with respect to the period prior to the Closing Date and, properties and employees in the case of each any Transferred Entity Subsidiary, with respect to the applicable current taxable period, to the extent that such access may be reasonably requested required by Sellersany Seller Entity to facilitate (i) the preparation and timely filing by a Seller Entity of such Tax Returns as it may be required to file with respect to the operations of the Business or the preparation and timely filing of such Tax Returns as such Seller Entity shall bear responsibility for preparing pursuant to Section 11.4 of this Agreement, including the making of any election related to Taxes or in connection with financial statements any audit, amended return, claim for refund or any suit or proceeding with respect thereto, (ii) the investigation, litigation and final disposition of any claims, suits or proceedings which may have been or may be made against any Seller Entity in connection with the Business, (iii) the payment of any amount in connection with any liabilities or obligations with respect to the Business which have been retained by the Seller Entities, and (iv) any indemnification claims made under ARTICLE 10 hereof or the defense thereof. Buyer will not, and will cause the Buyer Entities, Transferred Subsidiaries and their Affiliates not to, dispose of, alter or destroy any such material, books and records without giving thirty (30) days' prior notice to Seller to permit Seller, at its expense, to examine, duplicate or repossess such books and records. (b) On and after the Closing Date, Buyer shall and shall cause the Buyer Subsidiaries, Transferred Subsidiaries and their Affiliates to further cooperate with the Seller Entities in the preparation for and prosecution of the defense of any audit, claim, action or cause of action arising out of or relating to any liabilities of the Business which have not been assumed by the Buyer Entities including, without limitation, by making available evidence within the control of the Buyer Entities, Transferred Subsidiaries and their Affiliates, and Persons needed as witnesses employed by the Buyer Entities, Transferred Subsidiaries and their Affiliates, in each case as reasonably needed for such defense. Seller shall reimburse the applicable Buyer Entity, Transferred Subsidiary or Affiliate for its reasonable, direct out-of-pocket costs relating to its cooperation under this Section 11.1(b). (c) For the period required under Seller's record retention policy, following the Closing Date, Seller shall retain and afford, and will cause the Seller Subsidiaries to retain and afford, to the Buyer Entities, the Transferred Subsidiaries, their Affiliates and their counsel and accountants, during normal business hours and upon reasonable advance notice, reasonable access to the books, records and other data of the Seller Entities with respect to the period prior to the Closing Date, such retention (including the books, records and data to be retained) to be made in accordance with the Seller's Record Retention Policies disclosed to Buyer to the extent that such access may be reasonably required by a Buyer Entity, Transferred Subsidiary or their Affiliates to facilitate (i) the preparation by such Buyer Entity, Transferred Subsidiary or Affiliate of such tax returns as it may be required to file with respect to the operations of the Business, the making of any election relating to taxes or in connection with any audit, amended return, claim for refund or any suit or proceeding before with respect thereto, (ii) the Independent Accounting Firm investigation, litigation and final disposition of any material claims, suits or proceedings which may have been or may be made against such Buyer Entity, Transferred Subsidiary or Affiliate in connection with the Business, (iii) the payment of any amount in connection with any liabilities or obligations with respect to the Business which have been assumed by the Buyer Entities, and (iv) any indemnification claims made under Section 2.5(d)ARTICLE 10 hereof or the defense thereof. Seller will not, and will cause the Seller Subsidiaries and their Affiliates not to, dispose of, alter or destroy any such material, books and records without giving thirty (30) days' prior notice to Buyer, at its expense, to examine, duplicate or repossess such books and records. (d) Purchasers agree Seller further agrees to, and cause the Seller Subsidiaries and their Affiliates to, cooperate with Buyer in the preparation for and prosecution of the defense of any audit, claim, action or cause of action arising out of or relating to hold all any liability relating to the Books and Records of each Transferred Entity’s Business existing on which arose prior to the Closing Date and not to destroy which has been assumed by a Buyer Entity including, without limitation, by making available evidence within the control of a Seller Entity or dispose of any thereof its Affiliate and persons needed as witnesses employed by a Seller Entity or its Affiliate, in each case as reasonably needed for a period of seven (7) years from the Closing Date or such longer time as may be required by Lawdefense, and thereafter, if they desire Buyer shall reimburse such Seller Entity or Affiliate for its reasonable direct out-of- pocket costs relating to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersits cooperation under this Section 11.1(d).

Access to Books and Records. (a) After The Borrower and the date Guarantors will make and keep books, records and accounts in which full, true and correct entries in conformity with GAAP are made of this Agreement until the earlier all financial dealings and transactions in relation to its business and activities, including, without limitation, an accurate and fair reflection of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books transactions and Records dispositions of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law assets of the Borrower and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality AgreementGuarantors. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant The Borrower and the Guarantors will permit, to the access granted under Section 5.1(a) extent not prohibited by applicable law or contractual obligations, any representatives designated by the Administrative Agent or any Governmental Authority that is authorized to supervise or regulate the operations of a Lender, as designated by such Lender, upon reasonable prior written notice and, so long as no Event of Default has occurred and is continuing, at no out‑of‑pocket cost to the Borrower and the Guarantors, to visit and inspect the properties of each of the Borrower and the Guarantors, to examine its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested (it being understood that a representative of the Borrower will be present); provided that if an Event of Default has occurred and is continuing, the Borrower and the Guarantors shall be conducted in such a manner as not to interfere unreasonably with responsible for the operation reasonable costs and expenses of any visits of the Business by Sellers or Administrative Agent and the Transferred EntitiesLenders, acting together (but not separately) provided, further that with respect to Collateral and Purchasers matters relating thereto, the rights of Administrative Agent and their representatives the Lenders under this Section 5.10 shall not communicate with any be limited to the following: upon request of the employees of Sellers or Administrative Agent, the Transferred Entities without applicable Grantor will permit the prior written consent of Sellers. Notwithstanding anything to the contrary in this AgreementAdministrative Agent, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates agents or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, at reasonable times and intervals upon reasonable prior notice, to visit during normal business hourshours its offices and sites and inspect any documents relating to (i) the existence of such Collateral, upon reasonable notice(ii) with respect to Collateral other than Pledged Route Authorities, full access Pledged Slots and Pledged Foreign Gate Leaseholds, the condition of such Collateral, and (iii) the validity, perfection and priority of the Liens on such Collateral, and to the booksdiscuss such matters with its officers, records, properties and employees of each Transferred Entity except to the extent that the disclosure of any such access may be reasonably requested by Sellers, including document or any such discussion shall result in the applicable Grantor’s violation of its contractual or legal obligations. All confidential or proprietary information obtained in connection with financial statements any such visit, inspection or a proceeding before discussion shall be held confidential by the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree Administrative Agent and each agent or representative thereof and shall not be furnished or disclosed by any of them to hold all the Books anyone other than their respective bank examiners, auditors, accountants, agents and Records of each Transferred Entity’s Business existing on the Closing Date legal counsel, and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time except as may be required by Lawan order of any court or administrative agency or by any statute, and thereafterrule, if they desire to destroy regulation or dispose order of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersany Governmental Authority.

Access to Books and Records. (a) After Subject to Section 8.06, from the date of this Agreement hereof until the earlier of Closing Date, the Closing or termination of this Agreement, Sellers Company shall afford to Representatives of Purchasers provide the Purchaser and its authorized representatives (the “Purchaser’s Representatives”) with reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with and upon reasonable notice to the offices, properties, Senior Personnel, any employee who is a party to any Ancillary Agreement, any Specified Employee (during the Specified Period only), any Accepting Specified Employee, any Considering Specified Employee (during the Specified Period and each Extension Period applicable Law and to such Considering Specified Employee) or any Person who is included in accordance with the procedures established by Sellers; provided, however, that clause (i) of the definition of Knowledge, books and records of the Company and its Subsidiaries in order for the Purchaser to have the opportunity to make such investigation as it shall reasonably desire of the affairs of the Company and its Subsidiaries; provided that, notwithstanding the foregoing, (a) such access does not unreasonably interfere with the normal operations of the Company or its Subsidiaries, (b) Purchaser and its authorized representatives shall have no Seller right to perform environmental sampling or Transferred Entity shall be required to violate any obligation testing or other invasive or subsurface investigations of confidentiality to which a Seller the properties or a Transferred Entity facilities of the Company or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a)its Subsidiaries, and (iic) Sellers such access shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted occur in such a manner as not the Company reasonably determines to interfere unreasonably with be appropriate to protect the operation confidentiality of the Business transactions contemplated by Sellers or the Transferred Entitiesthis Agreement, and Purchasers and their representatives (d) nothing herein shall not communicate with require the Company to provide access to, or to disclose any information to, the Purchaser or any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, Purchaser’s Representatives if such access or disclosure would jeopardize reasonably be expected to (i) cause significant competitive harm to the attorney-client privilege Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) waive any legal privilege, or (iii) be in violation of such Party or any applicable Law (including the HSR Act and other antitrust Laws). The Purchaser acknowledges that the Purchaser is and remains bound by that certain Confidentiality Agreement, dated as of its Affiliates or contravene any Laws. September 13, 2017 (c) At as amended from time to time, the “Confidentiality Agreement”), by and after between Purchaser and AMAG Pharmaceuticals, Inc. (“AMAG”). The information provided pursuant to this Section 7.02 will be used solely for the Closing Date, Purchasers shallpurpose of effecting the transactions contemplated by this Agreement, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may will be reasonably requested governed by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books terms and Records conditions of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to SellersConfidentiality Agreement.

Access to Books and Records. (a) After the date of this Agreement until the earlier Closing and subject to the requirements of applicable Laws, Seller shall and shall cause the Transferred Entities and the other members of the Closing or termination of this Agreement, Sellers shall Seller Group to afford to Purchaser and its Representatives of Purchasers reasonable access to the Books personnel, properties, offices, plants and Records other facilities, books and records of the Business and Transferred Entities’ Businesses Assets under the supervision of the personnel of Seller or its Affiliates, during normal business hours consistent with applicable Law and in accordance with the procedures established by SellersSeller, in each case, as is 51 reasonably requested in writing by Purchaser or its Representatives; provided, however, provided that (i) no none of Seller or the Transferred Entity Entities shall be required to make available Business Employee personnel files, including those of the Transferred Business Employees, until after the Closing Date if doing so would violate applicable Law. Purchaser shall indemnify and hold Seller and its Affiliates harmless against any obligation reasonable and documented costs and expenses arising out of confidentiality or relating to which any transfer requested by or on behalf of Purchaser or its Affiliates of any such personnel files. Notwithstanding anything to the contrary contained in this Section 6.1(a), Seller and the Transferred Entities may withhold any document (or portions thereof) or information to the extent (i) that is of a competitively sensitive nature and is not permitted to be disclosed to Purchaser under applicable Law, (ii) it constitutes privileged attorney-client communications or attorney work product or (iii) if the provision of access to such document (or portion thereof) or information, as determined by Seller or a any Transferred Entity in good faith, would reasonably be expected to violate applicable Laws, including in the case of Business Employees, such personnel files, medical records, workers compensation records, results of any drug testing or any other sensitive or personal information or other records (clauses (i), (ii) and (iii), collectively, the “Access Exceptions”); provided, that (A) in the case of their respective Affiliates may be subject clause (i), Seller and Purchaser shall use commercially reasonable efforts to identify and pursue a permissible method (such as a “clean room” arrangement) to permit Seller to share such competitively sensitive information and (B) in discharging their obligations the case of clauses (ii) and (iii), Seller and Purchaser shall use commercially reasonable efforts to identify and pursue a permissible method of providing such disclosure without violating such Laws and without resulting in a loss of such attorney-client privileges or attorney work product protection. All information and documents provided pursuant to this Section 5.1(a), and (ii6.1(a) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall will be subject to the terms ofConfidentiality Agreement, and Purchaser acknowledges and agrees that it has and will continue to abide by, and will cause its Representatives to continue to abide by, the terms of such Confidentiality Agreement. Neither Purchaser nor any of its Affiliates or Representatives shall conduct any environmental site assessment, compliance evaluation or investigation with respect to the Business, the Transferred Entities’ assets or properties or the Transferred Assets without Seller’s prior written consent (which consent shall not be unreasonably conditioned, delayed or withheld) and without ongoing consultation with Seller with respect to any such activity. In no event shall Purchaser or any of its Affiliates or Representatives conduct any subsurface investigation or testing of any environmental media. (b) Purchasers agree ▇▇▇▇▇▇▇▇▇ agrees that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a6.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entitiesany other business of Seller or its Affiliates. Prior to Closing, and Purchasers and their representatives Purchaser shall not communicate with any of the employees employees, customers, suppliers, and other material business relations of Sellers or Seller regarding the Transferred Entities transaction contemplated by this Agreement without the prior written consent of SellersSeller (other than (i) in the Ordinary Course of Business and unrelated to the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) communications made to business contacts of Purchaser and its Affiliates and unrelated to the Business or the transactions contemplated by this Agreement and the Ancillary Agreements, (iii) written communications with the Business Employees regarding retention and transitional matters (to the extent Seller is given prior written notice of such communications and the opportunity review any such material written communications in advance and Purchaser shall give reasonable and good faith consideration to any comments made with respect thereto) or as expressly contemplated by Section 7.8 hereof and (iv) communications with any counterparties under any Liquid CSOs or Illiquid CSOs in connection with the performance of Purchaser’s obligations under ‎Section 6.20). Notwithstanding anything the foregoing, Purchaser shall be entitled to the contrary in this Agreementcontact any key Business Employee or any material customer, neither Sellers nor supplier or other business counterparty of the Transferred Entities shall be required or the Business during the Interim Period to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege extent it gives Seller reasonable advance written notice of such Party or contact and offers Seller the opportunity to be present for such contact; provided, however, that Purchaser shall not be entitled to contact any of its Affiliates the counterparties involved in the matters set forth on Section 2.3(b)(i)(G) of the Seller Disclosure Schedule or contravene contact any LawsPerson listed in the Excluded Matters with respect to the Third-Party Closing Consents or the Excluded Matters, respectively. (c) At and In order to facilitate the resolution of any claims made by or against or incurred by Purchaser with respect to the Business or the Transferred Entities after the Closing Dateor for any other reasonable purpose, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from following the Closing, Seller, Parent and their Affiliates shall: (i) retain all books, documents, information, data, files and other records of Seller or such Affiliates that relate to the Transferred Entities and the Business for periods prior to the Closing Date and which shall not otherwise have been delivered to Purchaser; (ii) upon reasonable notice, afford Purchaser and the Transferred Entities and their respective Representatives reasonable access (including for inspection and copying, at Purchaser’s expense) to such books, documents, information, data, files and other records, including in connection with claims, proceedings, actions, investigations, audits and other regulatory or legal proceedings involving or relating to the Transferred Entities, subject to the Access Exceptions; and (iii) furnish Purchaser and its respective Representatives reasonable assistance (at Purchaser’s expense) in connection with any such longer time claims and other proceedings. In addition, Parent and its Affiliates (other than the Transferred Entities) and their respective representatives (including external legal counsel) shall also provide the access described on Section 6.1(c) of the Disclosure Schedules. (d) For a period of seven (7) years after the Closing, Purchaser shall, and shall cause the Transferred Entities to provide Seller and its Representatives, upon reasonable advance written notice and under reasonable circumstances, reasonable access to the tax, accounting and financial books and records, and employees and personnel of each of the Transferred Entities solely to the extent necessary for the preparation of any insurance claims, financial statements, regulatory filings, Tax returns in the Ordinary Course of Business consistent with past practice of Seller or its Affiliates in respect of periods ending on or prior to the Closing, or in connection with any Action (in each case, subject to execution of customary access and non-disclosure letters) or investigation by or before a Governmental Entity (including in connection with the matters covered under Section 6.9) and SEC or other Governmental Entity reporting obligations (other than any Action by and between Seller and its Affiliates, on the one hand, and Purchaser and its Affiliates, on the other hand). (e) As promptly as reasonably practicable after the Closing Date, Seller shall deliver or cause to be delivered to Purchaser all Transferred Books and Records and tangible property of the Transferred Entities in the possession of or under the control of the Seller Group (or Affiliates thereof) that are not already located at a Business Leased Real Property or that are not already held for use or in the possession of a Business Employee; provided that Seller may be retain one written or electronic copy of the Transferred Books and Records to the extent required by to comply with applicable Law, and thereafterAccounting Principles or stock exchange rules, if they desire for use solely to destroy or dispose of demonstrate compliance with such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersrequirements.

Access to Books and Records. From and after the Closing until the sixth (6th) anniversary of the Closing Date, Buyer and its Affiliates shall provide or cause to be made available reasonable access to Seller Representative and Sellers all books, records, Tax Returns and documents of the Acquired Entities (and the assistance of employees responsible for such books, records and documents) on reasonable advance notice during regular business hours as may be reasonably necessary for (a) After investigating, settling, preparing for the date of defense or prosecution of, defending or prosecuting any Proceeding, (b) preparing reports to Governmental Entities or (c) such other purposes for which access to such documents is reasonably necessary, including preparing and delivering any accounting or other statement provided for under this Agreement until or otherwise, preparing Tax Returns, pursuing Tax refunds or responding to or disputing any Tax audit, or the earlier determination of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access any matter relating to the Books rights and Records obligations of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller Representative or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity Sellers or any of their respective Affiliates may be subject in discharging their obligations pursuant under this Agreement and any documents referred to this Section 5.1(a), and herein. Buyer shall (iiat its sole expense) Sellers shall make available, or cause the Transferred Acquired Entities to make availablemaintain and preserve all such Tax Returns, Transferred Entity Employee personnel files only books, records and other documents for six (6) years after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, Date and shall be subject offer to transfer such records to Seller Representative and Sellers at the terms of, the Confidentiality Agreement. (b) Purchasers agree that end of any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellersperiod. Notwithstanding anything herein to the contrary in this Agreementcontrary, neither Sellers nor the Transferred Entities Buyer shall not be required to provide any access or information to Seller Representative or Sellers, their respective Affiliates or any Representatives of any of the foregoing which Buyer reasonably believes it or, after the Closing, any Acquired Entity, is prohibited from providing to Seller Representative or Sellers, their respective Affiliates or Representatives of any of the foregoing by reason of applicable Law, or which (A) constitutes or allows access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the protected by attorney-client privilege privilege, or which Buyer or the Acquired Entities are legally required to keep confidential or (B) Buyer must prevent access to by reason of such Party a Contract with a third party or which would otherwise expose Buyer or any of its Affiliates or contravene any Laws. (c) At and including, after the Closing DateClosing, Purchasers shalleach of the Acquired Entities) to a material risk of Liability. Seller Representative and each Seller agrees to treat as confidential and safeguard all confidential and proprietary information of the Acquired Entities provided pursuant to this Section 7.10 (and to instruct each of its Representatives that is provided such information by Seller Representative or such Seller), provided that the foregoing confidentiality obligation shall not apply to information that (i) becomes publicly available through no breach by Seller Representative or any Seller of this Agreement, (ii) is disclosed to Seller Representative, any Seller or their respective Affiliates by a third party (provided such third party is not in breach of any confidentiality obligation in respect of such information), (iii) is independently developed by Seller Representative, any Seller or their respective Affiliates or (iv) is disclosed for purposes of compliance with any Seller’s or its Affiliates’ respective financial reporting obligations or for such other bona fide fundraising, marketing, information or reporting activities by such Seller or its Affiliates consistent with past practices and shall cause the recipients of such information are subject to customary obligations of confidentiality with respect to such information that is confidential; provided further, that, in the event Seller Representative, any other Seller or any of their respective Affiliates tois required by Law or becomes legally compelled (including by deposition, afford Sellers and their representativesinterrogatory, during normal business hoursrequest for documents, upon reasonable noticesubpoena, full access civil investigation, order or other legal process) to the booksdisclose any of such information, recordssuch Person may do so without liability hereunder so long as, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested permitted by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by applicable Law, and thereafter, if they desire to destroy or dispose of (x) such Books and Records, to offer first in writing at least sixty (60) days Person promptly notifies Buyer prior to any such destruction disclosure and (y) reasonably cooperates with Buyer, at Buyer’s sole expense, in any attempts it may make to obtain a protective order or disposition to surrender them to Sellersother appropriate assurance that confidential treatment will be afforded such information.

Access to Books and Records. (a) After Until the date of this Agreement until the earlier seventh (7th) anniversary of the Closing (provided, that Buyer shall give thirty (30) days’ notice to Parent prior to destroying any records to permit Parent, at its expense, to examine, duplicate or termination of this Agreementrepossess such books and records), Sellers Buyer shall afford promptly to Parent and its Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties officers, employees, auditors and employees other advisors of each Transferred Entity the Company and Abacus, and provide information with respect to the Company Abacus in a readily accessible form (including financial information in a form consistent with the Company’s and Abacus’ historical practice for the preparation of such financial information), to the extent related to periods prior to the Closing and to the extent reasonably required by Parent for any lawful business purpose, including litigation, disputes, compliance, financial reporting (including financial audits of historical information), loss reporting, regulatory and accounting matters, and Buyer shall reasonably cooperate with Parent and Parent’s Representatives, to furnish such books and records and information and make available such officers, employees, auditors and other advisors of the Company and Abacus; provided, that such access may be reasonably requested by Sellersdoes not unreasonably interfere with the conduct of the business of Buyer, including the Company or Abacus, and that Parent shall reimburse Buyer promptly for all reasonable and documented out-of-pocket costs and expenses incurred in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d)any such request. (db) Purchasers agree to hold all Until the Books and Records seventh (7th) anniversary of each Transferred Entity’s Business existing on the Closing Date (provided, that Parent shall give examine, duplicate or repossess such books and not records), Parent shall, and shall cause Parent’s Affiliates to, afford promptly to destroy Buyer and its Representatives reasonable access to the books, records, officers, employees, auditors and other advisors relating to the Company and Abacus, and provide information with respect to the Company and Abacus in a readily accessible form (including financial information in a form consistent with Parent’s or dispose such Affiliate’s historical practice for the preparation of any thereof for a period of seven (7) years from such financial information), to the extent related to periods prior to the Closing Date or such longer time as may be and to the extent reasonably required by LawBuyer for any lawful business purpose, including litigation, disputes, compliance, financial reporting (including financial audits of historical information), loss reporting, regulatory and accounting matters, and thereafterParent shall, if they desire and shall cause its Affiliates to, reasonably cooperate with Buyer and Buyer’s Representatives to destroy furnish such books and records and information and make available such officers, employees, auditors and other advisors with respect to the Company and Abacus; provided, that such access does not unreasonably interfere with the conduct of the business of Parent or dispose of Parent’s Affiliates and that Buyer shall reimburse Parent promptly for all reasonable and documented out-of-pocket costs and expenses incurred in connection with any such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersrequest.

Access to Books and Records. (a) After Subject to the date of this Agreement until the earlier terms of the Closing or termination of this Confidentiality Agreement, Sellers the Company shall afford to Representatives of Purchasers provide Buyer and its authorized representatives (collectively, the “Buyer’s Representatives”) with reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with upon reasonable prior written notice to the procedures established by Sellersoffices, properties, appropriate officers, employees and representatives, books and records and other information of the Company and its Subsidiaries as Buyer may from time to time reasonably request; provided, however, that (ia) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates the Company may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause refuse the Transferred Entities to make available, Transferred Entity Employee personnel files only after Buyer’s Representatives access if the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the Company determines such access granted under Section 5.1(a) shall be conducted in such a manner as not to may unreasonably interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the businesses or operations of the Company or any of its Subsidiaries; (b) neither the Buyer’s Representatives nor their respective representatives shall contact or have any discussions with any of the landlords/sub-landlords, tenants/subtenants, customers, clients, employees (to the extent Buyer and the Buyer’s Representatives have not been in communication with such employees prior to the date hereof regarding the transactions contemplated by this Agreement), insurance companies, producers, licensors, suppliers, or other business relations of Sellers the Company or its Subsidiaries regarding the Transferred Entities transactions contemplated by this Agreement without the prior written consent of Sellers. Notwithstanding anything the Company; (c) Buyer shall be responsible for any damage to any Leased Real Property or any other assets or property of the contrary in this Agreement, neither Sellers nor Company or its Subsidiaries caused by any of the Transferred Entities Buyer’s Representatives; (d) the Company shall not be required to provide (or cause any of its Subsidiaries to) so confer, afford such access or furnish such copies or other information to the extent that doing so would result in the breach of any confidentiality or disclose information where, upon similar agreement to which the advice Company or any of counsel, its Subsidiaries is a party or the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure would jeopardize the in a manner that does not violate any Antitrust Laws or result in a breach of such agreement or a loss of attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shallprivilege, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees otherwise notify Buyer of each Transferred Entity to the extent that any such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). information withheld pursuant to this clause (d)); and (e) Purchasers agree nothing herein shall permit Buyer or the Buyer’s Representatives to hold all the Books and Records take copies or samples of each Transferred Entity’s Business existing materials or substances or to conduct any Phase II or other intrusive environmental assessment or investigation in or on the Closing Date and not to destroy Company’s or dispose of any thereof for a period of seven (7) years from the Closing Date its Subsidiaries’ assets or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersproperties.

Access to Books and Records. (a) After the date of this Agreement until the earlier Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the Closing or termination financial operations of this Agreementthe Borrower and provide the Administrative Agent and its, Sellers shall afford to Representatives of Purchasers the Collateral Agent and their respective representatives and advisors reasonable access to the Books all such books and Records records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Transferred Entities’ Businesses Pool AssetsCollateral, during normal regular business hours consistent hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with applicable Law reasonable frequency, but in any event, so long as no Event of Default has occurred and in accordance is continuing, no more than one (1) time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent and its, the Collateral Agent and their respective representatives and advisors to confer with the procedures established officers of the Borrower and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower, all for the purpose of verifying the accuracy of the various reports delivered by Sellersthe Borrower to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon #90303017v26 reasonable notice to the Borrower, permit the Administrative Agent and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and to conduct examinations of and to monitor the Pool AssetsCollateral (other than with respect to all of the Aircraft Collateral, as to which the provisions of Section 2.04 of the Aircraft Mortgage shall apply), in each case at the expense of the Borrower (provided that the Borrower shall not be required to pay the expenses of more than one (1) such visit a year unless an Event of Default has occurred and is continuing); provided, however, that (a) any such inspection of AircraftCollateral (i) no Seller or Transferred Entity shall be required limited to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a)the Pool AssetsAircraft Collateral, and (ii) Sellers shall make availablebe a visual, walk-around inspection and (iii) may not include opening any panels, bays or the like and (b) no exercise of any inspection rights provided for in this Section 5.07 shall interfere with the normal operation or maintenance of any Aircraft by, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms business of, the Confidentiality AgreementBorrower. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

Access to Books and Records. (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford Subject to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a7.1(e), from and (ii) Sellers after the Closing, the Seller and its Affiliates shall make availableprovide, or cause the Transferred Entities its Affiliates to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms ofprovide, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably Purchaser and its authorized representatives with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representativesreasonable access, during normal business hours, upon reasonable notice, full access to the books, recordsrecords (including accountants’ work papers), properties properties, facilities and employees of each Transferred Entity the Seller or its Affiliates with respect to any matter relating to the Company Parties in respect of periods prior to the Closing Date, to the extent that reasonably necessary for the Purchaser or its Affiliates to comply with the reporting obligations required by the Securities and Exchange Commission, NASDAQ, and the Securities Act. The Seller shall cooperate, and cause its Affiliates to cooperate, in good faith with the Purchaser and its Affiliates to facilitate the timely compliance by Purchaser and its Affiliates with such access may be reasonably requested reporting obligations. Unless otherwise consented to in writing by Sellersthe Purchaser, including in connection the Seller shall not, and shall not permit its Affiliates, for a period of three (3) years following the Closing Date, destroy, alter or otherwise dispose of any of its books and records, or any portions thereof, relating to periods prior to the Closing Date with financial statements respect to the Company Parties and/or matters relating to this Agreement and the Transactions without first giving at least thirty (30) days’ prior written notice to the Purchaser and offering to surrender to the Purchaser, at the Purchaser’s expense, such books and records or a proceeding before the Independent Accounting Firm under Section 2.5(d)such portions thereof. (db) Purchasers agree The Purchaser shall and shall cause its Affiliates (including the Company Parties) to hold all maintain the Books books and Records records (including accountants’ work papers, files, agreements and documents) relating to the Company Parties in respect of each Transferred Entity’s Business existing on periods prior to the Closing Date and not to destroy destroy, alter or otherwise dispose of any thereof such books and records for a period of seven (7) years from following the Closing Date or Date. For such longer time as may be required by Lawperiod, the Purchaser shall, and thereaftershall cause the Company Parties to, provide to Seller, if they desire Affiliates and their authorized representatives with reasonable access, during normal business hours for the purpose of obtaining information to destroy facilitate the resolution of any claims made by or dispose against Seller or its Affiliates and shall permit the Seller, its Affiliates and their representatives to make copies of any such Books and Records, to offer first in writing information at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersthe Seller’s expense.

Access to Books and Records. Except with respect to Tax Returns and other Tax-related information and documents (which shall be governed exclusively under Section 8.2): (a) After the date of this Agreement until the earlier Closing, and subject to the requirements of applicable Laws, Parent shall, and shall cause its Affiliates and the Transferred Entities to, afford to each Purchaser and their respective Representatives reasonable access, upon reasonable request and notice and solely for purposes of furthering the transactions contemplated by this Agreement (including integration planning), to the books, records, properties and employees of the Closing Business (other than with respect to any Retained Assets or termination of this AgreementRetained Liabilities), Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours hours, consistent with applicable Law and in accordance with the procedures reasonably established by SellersParent; provided, however, that (i) no Seller none of Parent or the Transferred Entity Entities shall be required to violate make available (i) Business Employee personnel files until after the Closing Date (it being understood that any obligation Business Employee personnel files that constitute Retained Assets will not be transferred to the Transferred Entities) or (ii) medical records, workers’ compensation records, the results of confidentiality any drug testing or other sensitive or personal information if doing so could reasonably be expected to result in a violation of applicable Law; and provided, further, that access under this Section 6.1(a) may be limited by Parent or the Transferred Entities to the extent (A) reasonably necessary for such access not to jeopardize the health and safety of any of Parent’s or the Transferred Entities’ respective Representatives or commercial partners (provided, that Parent shall, and shall cause the Transferred Entities to, use commercially reasonable efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in a manner without risking the health and safety of such Persons); (B) any applicable Law requires Parent or the Transferred Entities to restrict or otherwise prohibit access to such documents or information; (C) access to a Contract to which a Seller Parent or a any Transferred Entity is a party or otherwise bound would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (D) access would result in the disclosure of any trade secrets of third Persons; or (E) such documents or information are reasonably pertinent to any adverse Action between each Purchaser and its Affiliates, on the one hand, and the Seller Group and its Affiliates, on the other hand (provided that, nothing in this Agreement shall limit any rights of discovery of Purchaser or any of its Affiliates); provided, further that the Parent Group and each Purchaser shall use reasonable best efforts to identify and pursue a permissible method of providing such access by overcoming, if possible, the limitations described in clauses (A) through (E) above; and provided, further, that, if no such permissible method of providing such access can be found despite such reasonable best efforts, notwithstanding anything to the contrary in this Section 6.1(a), in no event shall Parent or the Transferred Entities be required to provide such access to such Purchaser or its Representatives. Nothing in this Section 6.1 will be construed to require Parent, the Transferred Entities or any of their respective Affiliates may be subject in discharging their obligations pursuant Representatives to this Section 5.1(a)prepare any reports, and (ii) Sellers shall make availableanalyses, appraisals, opinions or cause other information outside the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Dateordinary course of business consistent with past practice. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject Notwithstanding anything to the terms ofcontrary in this Agreement, prior to the Confidentiality AgreementClosing, each Purchaser and its Representatives shall not conduct any Phase II Environmental Site Assessment or conduct any intrusive or subsurface sampling or testing of soil, sediment, surface water, ground water or building material at, on, under or within the Business Owned Real Property and the Business Leased Real Property without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed). (b) Purchasers agree Each Purchaser agrees that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a6.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entitiesany other business of Parent or its Affiliates. Each Purchaser shall not, and Purchasers and their representatives shall direct its Representatives not to, communicate with any of the employees of Sellers Parent or its Affiliates (other than in the Transferred Entities ordinary course of business, consistent with past practice, and unrelated to this Agreement, the Ancillary Agreement and the transactions contemplated hereby and thereby) without the prior written consent of SellersParent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Sellers Parent nor the Transferred Entities any of its Affiliates shall be required to provide access to or disclose information whereif, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client or other applicable legal privilege or protection of such Party or any of its Affiliates party or contravene any Laws, contracts or obligation of confidentiality; provided, that such applicable member of the Parent Group and such Purchaser shall use reasonable best efforts to identify and pursue a permissible method of providing such disclosure without violating such Contracts, Laws or obligation of confidentiality and without resulting in a loss of such attorney-client privileges or attorney work product protection; provided, further, that, if no such permissible method of providing such disclosure can be found despite such reasonable best efforts, notwithstanding anything to the contrary in this Section 6.1(b), in no event shall Parent or its Affiliates be required to provide such disclosure to such Purchaser or its Representatives. (c) At and after the Closing DateClosing, Purchasers for so long as either Purchaser or its Affiliate holds the applicable books and records pursuant to Section 6.1(d), such Purchaser shall, and shall cause their Affiliates the Transferred Entities to, afford Sellers Parent and their representativesits Representatives, during normal business hours, upon reasonable notice, full at Parent’s sole cost and expense and consistent with the pre-Closing scope of access under Section 6.1(a), access to the books, records, properties books and employees records of each Transferred Entity and the Business to the extent that such access may be reasonably requested by Sellersfor reasonable business purposes, solely to the extent the foregoing relates to periods prior to the Closing, including in connection with financial statements statements, any potential Action or investigation by or before a proceeding before Governmental Entity (including in connection with the Independent Accounting Firm matters covered under Section 2.5(d)6.11) or compliance with SEC or other Governmental Entity reporting obligations; provided, that nothing in this Agreement shall limit any rights of discovery of Parent or its Affiliates. (d) Purchasers agree Each Purchaser agrees to hold hold, and to cause the applicable Transferred Entities to hold, all the Books books and Records records of each Transferred Entity’s Entity or the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven ten (710) years from the Closing Date or such longer time as may be required by Law. (e) Parent agrees to hold, and thereafterto cause its applicable Subsidiaries, if they desire to hold, all the books and records of Parent and its Subsidiaries, as applicable, relating to the operation of the Business prior to the Closing, to the extent held by Parent or its applicable Subsidiary and existing on the Closing Date (except for any such books and records transferred by Parent and its Affiliates to each Purchaser and its Affiliates in connection with the transactions under this Agreement), and permit continued access thereto during normal business hours, upon reasonable notice and at such Purchaser’s sole cost and expense, consistent with the pre-Closing scope of access under Section 6.1(a) for any legitimate business purposes and solely to the extent the foregoing relates to periods prior to the Closing, and not to destroy or dispose of any thereof for a period of ten (10) years from the Closing Date or such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellerslonger time as may be required by Law.

Access to Books and Records. (a) After At their expense, Raven Holdings and FRLP and their respective authorized officers, employees, agents and representatives shall have reasonable access after the date of this Agreement until Closing Date to the earlier properties, books, records, contracts, information and documents of the Closing or termination of this AgreementOperating Company and Jacob for any reasonable business purpose, Sellers shall afford including, but not limited to, matters relating to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by SellersTaxes; provided, however, that such access by Raven Holdings or FRLP (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(aa) shall be conducted in such a manner as during the normal business hours of the Operating Company, (b) shall not to unreasonably interfere unreasonably with the operation operations and activities of the Business by Sellers or the Transferred Entities, Operating Company and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At shall be in accordance with all reasonable access and after safety policies of the Closing Date, Purchasers Operating Company. SXCP shall, and shall cause their Affiliates the Operating Company to, afford Sellers cooperate, in all reasonable respects with Raven Holdings’ review of such information, including, without limitation, retaining all such information until Raven Holdings or FRLP has notified SXCP in writing that all tax years (including any portion of a tax year) prior to and their representativesincluding the Closing Date have been closed or for seven years, during normal business hourswhichever is longer. At SXCP’s expense, upon SXCP and its authorized officers, employees, agents and representatives shall have reasonable notice, full access after the Closing Date to the books, records, properties contracts, information and employees documents of each Transferred Entity the Operating Company for any reasonable business purpose to the extent that not retained by the Operating Company or otherwise provided to SXCP pursuant to this Agreement; provided, however, such access may by SXCP (a) shall be reasonably requested conducted during the normal business hours of Raven Holdings and (b) shall not unreasonably interfere with the operations and activities of Raven Holdings. At SXCP’s request and expense, Raven Holdings shall provide SXCP with copies of such books, records, contracts, information and documents of the Operating Company to the extent not retained by Sellersthe Operating Company or otherwise provided to SXCP pursuant to this Agreement. The parties agree that, including in connection with financial statements notwithstanding any other provision of this Agreement, Raven Holdings shall retain all income Tax Returns relating to the Operating Company and Jacob for taxable periods ending on or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy all original work papers generated or dispose of any thereof for a period of seven (7) years from the Closing Date or used in connection with preparing such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellersincome Tax Returns.