Common use of Post-Closing Cooperation Clause in Contracts

Post-Closing Cooperation. (a) Each of the Seller and the Buyer shall appoint the persons set forth on Schedule 4.2(a) as representatives to participate on each party’s transition team (each, a “Transition Team” and together, the “Transition Teams”) for the purpose of working with the other party’s Transition Team to facilitate the implementation and execution of the transition plan attached hereto as Exhibit J (the “Transition Plan”) and to anticipate and resolve issues relating to the sale of the Product, the Acquired Assets and the Business by the Seller to the Buyer and the assumption of the Assumed Liabilities by the Buyer from the Seller. Schedule 4.2(a) shall also set forth each of the Buyer’s and the Seller’s designee as each respective Transition Team’s Lead Member (each a “Lead Member” and together, the “Lead Members”). Seller shall not terminate the employment of its Transition Team members without cause until their tasks under the Transition Plan are completed. The Seller shall take all actions reasonably necessary to timely carry out the Transition Plan. (b) Subject to compliance with contractual obligations and applicable Law, following the Closing, each party shall afford to the other party and the other party’s authorized accountants, counsel and other designated representatives during normal business hours in a manner so as to not unreasonably interfere with the conduct of business (a) reasonable access and duplicating rights to all Confidential Information and other information relating to the Product, the Business or the Acquired Assets within the possession or control of such party and (b) reasonable access to the personnel of such party. Requests may be made under this Section 4.2 for financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, determining the proration of Taxes under Section 4.15(a), prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Documents and all other proper business purposes. Except as expressly set forth in the Transition Plan, neither party shall be entitled to receive any compensation for making information or personnel available under this Section 4.2(b). (c) Promptly after the Closing Date, upon the Buyer’s written request, the Seller will cooperate with the Buyer in connection with the preparation of unaudited financial statements as of and for the period ending on the Closing Date covering the operations of the Business as of and for the period ending on the Closing Date to enable the Buyer to comply with applicable Legal Requirements with respect to reports and filings with the U.S. Securities and Exchange Commission (the “SEC”). In preparing these financial statements the Seller will use efforts similar to those used in connection with its own audited financial statements. Such financial statements shall comply with applicable Legal Requirements including in connection with the Buyer’s acquisition of a “significant business” pursuant to Regulation S-X of the SEC. If requested by the Buyer, the Seller shall engage Ernst & Young LLP, its independent auditors, at the Buyer’s sole cost and expense, to audit the financial statements of the Business for the periods required by Regulation S-X of the SEC and to render an opinion on such financial statements. The Seller will provide, if required by the Buyers’ independent auditors, customary executed representation letters required to enable independent auditors to render an opinion on audited financial statements. The Seller shall request, and take all reasonable steps necessary to encourage, its auditors to cooperate with the Buyer and provide all necessary consents required by the SEC and customary “comfort letters” in connection with securities offerings of the Buyer and with its preparation of any financial statements or other reports pursuant to Legal Requirements. The foregoing financial statements shall be (i) derived from and in accordance with the books and records of the Seller, (ii) fairly represent the financial condition, assets and liabilities of the Business as of periods related thereto, and (iii) prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby. For the avoidance of doubt, all reasonable and documented out-of-pocket costs incurred by the Seller in accordance with this Section 4.2(c) shall be the sole responsibility of the Buyer.

Post-Closing Cooperation. (a) Each of In case at any time after the Seller and the Buyer shall appoint the persons set forth on Schedule 4.2(a) as representatives Closing any further action is necessary or desirable to participate on each party’s transition team (each, a “Transition Team” and together, the “Transition Teams”) for the purpose of working with the other party’s Transition Team to facilitate the implementation and execution of the transition plan attached hereto as Exhibit J (the “Transition Plan”) and to anticipate and resolve issues relating to the sale of the Product, the Acquired Assets and the Business by the Seller to the Buyer and the assumption of the Assumed Liabilities by the Buyer from the Seller. Schedule 4.2(a) shall also set forth each of the Buyer’s and the Seller’s designee as each respective Transition Team’s Lead Member (each a “Lead Member” and together, the “Lead Members”). Seller shall not terminate the employment of its Transition Team members without cause until their tasks under the Transition Plan are completed. The Seller shall take all actions reasonably necessary to timely carry out the Transition Plan. (b) Subject to compliance with contractual obligations and applicable Law, following the Closingpurposes of this Agreement, each party shall afford to Seller (on its own behalf and on behalf of each Purchased Subsidiary), on the one hand, and Purchaser, on the other hand, will take such further action (including the execution and delivery of such further instruments and documents) as the other party and the other party’s authorized accountants, counsel and other designated representatives during normal business hours in a manner so as to not unreasonably interfere with the conduct of business (a) reasonable access and duplicating rights to all Confidential Information and other information relating to the Product, the Business or the Acquired Assets within the possession or control of such party and (b) reasonable access to the personnel of such party. Requests may be made under this Section 4.2 for financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, determining the proration of Taxes under Section 4.15(a), prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Documents and all other proper business purposes. Except as expressly set forth in the Transition Plan, neither party shall be entitled to receive any compensation for making information or personnel available under this Section 4.2(b). (c) Promptly after the Closing Date, upon the Buyer’s written reasonably request, the Seller will cooperate with the Buyer in connection with the preparation of unaudited financial statements as of and for the period ending on the Closing Date covering the operations of the Business as of and for the period ending on the Closing Date to enable the Buyer to comply with applicable Legal Requirements with respect to reports and filings with the U.S. Securities and Exchange Commission (the “SEC”). In preparing these financial statements the Seller will use efforts similar to those used in connection with its own audited financial statements. Such financial statements shall comply with applicable Legal Requirements including in connection with the Buyer’s acquisition of a “significant business” pursuant to Regulation S-X of the SEC. If requested by the Buyer, the Seller shall engage Ernst & Young LLP, its independent auditors, all at the Buyer’s sole cost and expense, to audit the financial statements expense of the Business for requesting party. Without limiting the periods required by Regulation S-X of the SEC and to render an opinion on such financial statements. The Seller will provideforegoing, if required by in order for Sellers to fully pursue any Action included in the BuyersExcluded Assets that relates to rights under Assumed Contracts, or if pursuit of that Action requires information pertaining to Assumed Contracts, Purchaser will take such actions as may be necessary and reasonably practicable in order to facilitate Sellers’ independent auditorsdispute resolution strategy and the implementation thereof (including, customary executed representation letters as appropriate, limited assignments of Contract rights, third-party beneficiary status, and/or joining in Sellers’ Actions as a nominal party for that sole purpose), and Purchaser will otherwise reasonably cooperate with Sellers to provide information or other assistance in support of Sellers’ Actions; provided that Purchaser will not be required to enable independent auditors to render an opinion on audited financial statements. The Seller shall requestincur expenses or liabilities, and take all reasonable steps necessary to encourage, Purchaser’s compliance herewith will be reasonably tailored in order that Purchaser’s obligations will not be unreasonably burdensome on employees or representatives of Purchaser and will not be in breach of Assumed Contracts as result of its auditors to cooperate with the Buyer and provide all necessary consents required by the SEC and customary “comfort letters” in connection with securities offerings of the Buyer and with its preparation of any financial statements or other reports pursuant to Legal Requirements. The foregoing financial statements shall be (i) derived from and in accordance with the books and records of the Seller, (ii) fairly represent the financial condition, assets and liabilities of the Business as of periods related thereto, and (iii) prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby. For the avoidance of doubt, all reasonable and documented out-of-pocket costs incurred by the Seller in accordance compliance with this Section 4.2(c) shall 13.11. In addition, without limiting the foregoing, if required in order for Purchaser to fully pursue any Action that relates to rights under any agreements or assets or rights held by Sellers, or if pursuit of an Action requires information pertaining to such agreements, assets or rights, Sellers will take such actions as may be necessary and reasonably practicable in order to facilitate Purchaser’s dispute resolution strategy and the implementation thereof (including, as appropriate, limited assignments of contract rights, third-party beneficiary status, and/or joining in Purchaser’s Actions as a nominal party for that sole responsibility purpose), and Sellers will otherwise reasonably cooperate with Purchaser to provide information or other assistance in support of Purchaser’s Actions; provided that Sellers will not be required to incur expenses or liabilities, and Sellers’ compliance herewith will be reasonably tailored in order that Sellers’ obligations will not be unreasonably burdensome on employees or representatives of Sellers and will not be in breach of the Buyerapplicable contracts, rights or agreements as result of its compliance with this Section.

Post-Closing Cooperation. (a) Each During the Access Period, Buyer shall maintain in a reasonably accessible location all books and records of the Business transferred by Seller and the pursuant to this Agreement. Buyer shall appoint notify Seller prior to disposing of any such books and records after the persons set forth on Schedule 4.2(aAccess Period has expired and, upon request made by Seller within sixty (60) as representatives days after receipt of such notice, Buyer shall deliver such books and records to participate on each party’s transition team (eachSeller, a “Transition Team” and togetherat Seller's expense; provided, the “Transition Teams”) for the purpose of working with the other party’s Transition Team to facilitate the implementation and execution of the transition plan attached hereto as Exhibit J (the “Transition Plan”) and to anticipate and resolve issues relating to the sale of the Product-------- however, the Acquired Assets and the Business by the Seller to the Buyer and the assumption of the Assumed Liabilities by the Buyer from the Seller. Schedule 4.2(athat Buyer's obligations under this Section 5.12(a) shall also set forth each expire on the ------- --------------- date beginning sixty (60) days after Seller's receipt of the Buyer’s such notice unless Seller has requested such books and the Seller’s designee as each respective Transition Team’s Lead Member (each a “Lead Member” and together, the “Lead Members”). Seller shall not terminate the employment of its Transition Team members without cause until their tasks under the Transition Plan are completed. The Seller shall take all actions reasonably necessary to timely carry out the Transition Planrecords within such 60-day period. (b) Subject to compliance In recognition of Seller's obligations with contractual obligations and applicable Law, following the Closing, each party shall afford respect to the other party Excluded Liabilities, Seller's rights with respect to the Excluded Assets, Seller's right to review the Closing Date Pro Forma Balance Sheet and the other party’s reasonable needs of Seller, Buyer shall, after the Closing: (i) afford the officers, employees and authorized accountantsagents and representatives of Seller access, counsel and other designated representatives during normal business hours hours, to the offices, properties, books and records of Buyer with respect to the Business and the Excluded Assets located in a manner so as the Fixtures and Improvements after the Closing; (ii) furnish to not unreasonably interfere with the conduct officers, employees and authorized agents and representatives of business (a) reasonable access and duplicating rights to all Confidential Information Seller such additional financial and other information relating to the Product, the Business or the Acquired Assets within the possession or control of such party and (b) reasonable access to the personnel of such party. Requests may be made under this Section 4.2 for financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, determining the proration of Taxes under Section 4.15(a), prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Documents and all other proper business purposes. Except as expressly set forth in the Transition Plan, neither party shall be entitled to receive any compensation for making information or personnel available under this Section 4.2(b). (c) Promptly after the Closing Date, upon the Buyer’s written request, the Seller will cooperate with the Buyer in connection with the preparation of unaudited financial statements as of and for the period ending on the Closing Date covering the operations of the Business as of and for the period ending on the Closing Date to enable the Buyer to comply with applicable Legal Requirements with respect to reports and filings with the U.S. Securities and Exchange Commission (the “SEC”). In preparing these financial statements the Seller will use efforts similar to those used in connection with its own audited financial statements. Such financial statements shall comply with applicable Legal Requirements including in connection with the Buyer’s acquisition of a “significant business” pursuant to Regulation S-X of the SEC. If requested by the Buyer, the Seller shall engage Ernst & Young LLP, its independent auditors, at the Buyer’s sole cost and expense, to audit the financial statements of regarding the Business for the periods required by Regulation S-X of period prior to the SEC Closing as Buyer has in its possession and as Seller may from time to render an opinion on such financial statements. The Seller will provide, if required by the Buyers’ independent auditors, customary executed representation letters required to enable independent auditors to render an opinion on audited financial statements. The Seller shall time reasonably request, and take all reasonable steps necessary to encourage, its auditors to cooperate with the Buyer and provide all necessary consents required by the SEC and customary “comfort letters” in connection with securities offerings of the Buyer and with its preparation of any financial statements or other reports pursuant to Legal Requirements. The foregoing financial statements shall be (i) derived from and in accordance with the books and records of the Seller, (ii) fairly represent the financial condition, assets and liabilities of the Business as of periods related thereto, and ; (iii) prepared furnish to the officers, employees and authorized agents and representatives of Seller such additional financial and other information regarding the Excluded Assets as Buyer has in accordance with GAAP applied on a consistent basis throughout its possession and as Seller may from time to time reasonably request; and (iv) make available, without expense to Seller the periods covered thereby. For employees of Buyer whose assistance, testimony or presence is necessary to assist Seller in evaluation of and in defending any claims or litigation against Seller, including assuring the avoidance presence of doubtsuch persons as witnesses in hearings or trials; provided, all however, that Buyer shall be -------- ------- reimbursed for its reasonable and documented out-of-pocket costs expenses incurred by the Seller in accordance connection with this Section 4.2(cclauses (ii), (iii) shall be the sole responsibility of the Buyerand (iv) above.

Post-Closing Cooperation. 6.9.1 During the five year period after the Closing Date (athe "Access Period"), Buyer shall maintain in a reasonably accessible location all books and records transferred by Seller to Buyer pursuant to this Agreement. Buyer shall notify Seller prior to disposing of any such books and records after the Access Period has expired and, upon request made by Seller within sixty (60) Each days after receipt of such notice, Buyer shall deliver such books and records to Seller at Seller's expense; provided, however, that Buyer's obligations under this Section 6.9.1 shall expire on the date beginning sixty (60) days after Seller's receipt of such notice unless Seller has requested such books and records within such sixty-day (60) period. 6.9.2 In recognition of Seller's obligations with respect to the liabilities not assumed by Buyer and other legitimate business needs of Seller, Buyer shall, upon three days prior written notice from Seller or Parent to Buyer specifying the time, nature and legitimate business reason therefor, during the Access Period: (i) afford the officers, employees and authorized agents and representatives of Seller and the Buyer shall appoint the persons set forth on Schedule 4.2(a) as representatives to participate on each party’s transition team (eachParent access, a “Transition Team” and togetherduring normal business hours, the “Transition Teams”) for the purpose of working with the other party’s Transition Team to facilitate the implementation and execution of the transition plan attached hereto as Exhibit J (the “Transition Plan”) and to anticipate and resolve issues relating to the sale offices, properties, books and records of Buyer with respect to the Product, the Acquired Purchased Assets and the Business by the Seller in respect of pre-Closing periods; (ii) furnish to the Buyer officers, employees and the assumption authorized agents and representatives of the Assumed Liabilities by the Buyer from the Seller. Schedule 4.2(a) shall also set forth each of the Buyer’s Seller and the Seller’s designee as each respective Transition Team’s Lead Member (each a “Lead Member” and together, the “Lead Members”). Seller shall not terminate the employment of its Transition Team members without cause until their tasks under the Transition Plan are completed. The Seller shall take all actions reasonably necessary to timely carry out the Transition Plan. (b) Subject to compliance with contractual obligations and applicable Law, following the Closing, each party shall afford to the other party and the other party’s authorized accountants, counsel and other designated representatives during normal business hours in a manner so as to not unreasonably interfere with the conduct of business (a) reasonable access and duplicating rights to all Confidential Information Parent such additional financial and other information relating to regarding the Product, the Business or the Acquired Assets within the possession or control of such party and (b) reasonable access to the personnel of such party. Requests may be made under this Section 4.2 for financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, determining the proration of Taxes under Section 4.15(a), prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Documents and all other proper business purposes. Except as expressly set forth in the Transition Plan, neither party shall be entitled to receive any compensation for making information or personnel available under this Section 4.2(b). (c) Promptly after the Closing Date, upon the Buyer’s written request, the Seller will cooperate with the Buyer in connection with the preparation of unaudited financial statements as of and for the period ending on the Closing Date covering the operations operation of the Business as of Refining Facilities and for the period ending on the Closing Date to enable the Buyer to comply with applicable Legal Requirements with respect to reports and filings with the U.S. Securities and Exchange Commission (the “SEC”). In preparing these financial statements the Seller will use efforts similar to those used in connection with its own audited financial statements. Such financial statements shall comply with applicable Legal Requirements including in connection with the Buyer’s acquisition of a “significant business” pursuant to Regulation S-X of the SEC. If requested by the Buyer, the Seller shall engage Ernst & Young LLP, its independent auditors, at the Buyer’s sole cost and expense, to audit the financial statements of the Business for the periods required by Regulation S-X of period prior to the SEC Closing as Buyer has in its possession and as Seller may from time to render an opinion on such financial statements. The Seller will provide, if required by the Buyers’ independent auditors, customary executed representation letters required to enable independent auditors to render an opinion on audited financial statements. The Seller shall time request, and take all reasonable steps necessary to encourage, its auditors to cooperate with the Buyer and provide all necessary consents required by the SEC and customary “comfort letters” in connection with securities offerings of the Buyer and with its preparation of any financial statements or other reports pursuant to Legal Requirements. The foregoing financial statements shall be (i) derived from and in accordance with the books and records of the Seller, (ii) fairly represent the financial condition, assets and liabilities of the Business as of periods related thereto, ; and (iii) prepared make available, without expense to Seller, the employees of Buyer whose assistance, testimony or presence is necessary to assist Seller or Parent in accordance with GAAP applied on a consistent basis throughout evaluation of and in defending any claims or litigation against Seller or Parent not made by Buyer and concerning the periods covered thereby. For Purchased Assets or the avoidance Business, including assuring the presence of doubtsuch persons as witnesses in hearing or trials; provided, all however, that Buyer shall be reimbursed for its reasonable and documented out-of-pocket costs expenses incurred in connection with clauses (ii) and (iii) above, but such expenses shall not include expenses of outside counsel, auditors or consultants in connection with the foregoing; and provided further, that if the assistance, testimony or presence pursuant to clause (iii) is necessary in connection with any claim or litigation shall require the employees of Buyer to be absent from work for more than 120 hours in the aggregate, Seller shall reimburse Buyer for a pro rata portion of the salaries and benefits of the subject employees for the hours in excess of such amount. 6.9.3 In recognition of Buyer's obligations with respect to the Assumed Liabilities and other legitimate business needs of Buyer, Seller and Parent shall, upon three days prior written notice from Buyer to Seller or Parent specifying the time, nature and legitimate business reason therefor, during the Access Period: (i) afford the offices, employees and authorized agents and representatives of Buyer access, during normal business hours, to offices, properties, books and records of Seller and Parent with respect to the Purchased Assets and the Business in respect of pre-Closing periods; (ii) furnish to the officers, employees and authorized agents and representatives of Buyer such additional financial and other information regarding the operation of the Refining Facilities and the Business for the period prior to the Closing as Seller or Parent has in its possession and as Buyer may from time to time request; and (iii) make available, without expense to Buyer, the employees of Seller or Parent whose assistance, testimony or presence is necessary to assist Buyer in evaluation of and in defending any claims or litigation against Buyer not made by Seller or Parent and concerning the Purchased Assets or the Business, including assuring the presence of such persons as witnesses in hearing or trials; provided, however, that Seller in accordance with this Section 4.2(c) and Parent each shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection with clauses (ii) and (iii) above, but such expenses shall not include expenses of outside counsel, auditors or consultants in connection with the sole responsibility foregoing; and provided, further, that if the assistance, testimony or presence pursuant to clause (iii) is necessary in connection with any claim or litigation shall require the employees of Seller or Parent to be absent from work for more than 120 hours in the aggregate, Buyer shall reimburse Seller and Parent for a pro rata portion of the Buyersalaries and benefits of the employees of Seller and Parent for the hours in excess of such amount.

Post-Closing Cooperation. (a) Each of the Seller and the Buyer shall appoint the persons set forth on Schedule 4.2(a) as representatives to participate on each party’s transition team (each, a “Transition Team” and together, the “Transition Teams”) for the purpose of working with the other party’s Transition Team to facilitate the implementation and execution of the transition plan attached hereto as Exhibit J (the “Transition Plan”) and to anticipate and resolve issues relating to the sale of the Product, the Acquired Assets and the Business by the Seller to the Buyer and the assumption of the Assumed Liabilities by the Buyer from the Seller. Schedule 4.2(a) shall also set forth each of the Buyer’s and the Seller’s designee as each respective Transition Team’s Lead Member (each a “Lead Member” and together, the “Lead Members”). Seller shall not terminate the employment of its Transition Team members without cause until their tasks under the Transition Plan are completed. The Seller shall take all actions reasonably necessary to timely carry out the Transition Plan. (b) Subject to compliance with contractual obligations and applicable Law, following After the Closing, each party shall afford upon reasonable written notice, Purchaser and Seller shall, in a prompt and timely manner, furnish or cause to be furnished to the other party and the other party’s authorized accountantsits employees, counsel counsel, auditors and other designated representatives access during normal business hours to such information and assistance, including but not limited to the assistance of transferred personnel and Additional Acquired Assets, relating to the Acquired Companies as is reasonably necessary for governmental filings, financial reporting and accounting matters, the preparation and filing of any Tax Returns, reports or forms or the defense of any Tax audit, claim or assessment. Each party shall reimburse the other for reasonable out-of-pocket costs and expenses incurred in a manner so as assisting the other pursuant to not this Section 5.12. Neither party shall be required by this Section 5.12 to take any action that would unreasonably interfere with the conduct of its business (a) or unreasonably disrupt its normal operations. Following the Closing, Purchaser shall permit Seller and its representatives to have reasonable access during regular business hours and duplicating rights upon reasonable advance notice, to all Confidential Information the relevant books, records, information and employees of the Acquired Companies in connection with Seller's defense of the litigation matters listed on Section 8.3(b) of the Seller Disclosure Letter, the pursuit of the litigation matters listed on Section 1.1(h) of the Seller Disclosure Letter as well as any other information litigation relating to the Product, the Business or the Acquired Assets within the possession or control Companies to which a member of such party and (b) reasonable access to the personnel of such party. Requests may be made under this Section 4.2 for financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, determining the proration of Taxes under Section 4.15(a), prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Documents and all other proper business purposes. Except as expressly set forth in the Transition Plan, neither party shall be entitled to receive any compensation for making information or personnel available under this Section 4.2(b). (c) Promptly after the Closing Date, upon the Buyer’s written request, the Seller will cooperate with the Buyer in connection with the preparation of unaudited financial statements as of and Group is a party or for the period ending on the Closing Date covering the operations of the Business as of and for the period ending on the Closing Date to enable the Buyer to comply with applicable Legal Requirements with respect to reports and filings with the U.S. Securities and Exchange Commission (the “SEC”). In preparing these financial statements which the Seller will use efforts similar to those used in connection with its own audited financial statements. Such financial statements shall comply with applicable Legal Requirements including in connection with the Buyer’s acquisition of a “significant business” provides indemnity pursuant to Regulation S-X of this Agreement. Seller and its Affiliates shall have the SEC. If requested by the Buyer, the Seller shall engage Ernst & Young LLP, its independent auditorssole right, at the Buyer’s their sole cost and expense, to audit the financial statements of the Business for the periods required by Regulation S-X of the SEC and to render an opinion on such financial statements. The Seller will provide, if required by the Buyers’ independent auditors, customary executed representation letters required to enable independent auditors to render an opinion on audited financial statements. The Seller shall requestexpense to, and take all reasonable steps necessary to encourage, its auditors to cooperate with the Buyer and provide all necessary consents required by the SEC and customary “comfort letters” in connection with securities offerings of the Buyer and with its preparation of any financial statements or other reports pursuant to Legal Requirements. The foregoing financial statements shall be (i) derived from and in accordance with defend the books and records litigation matters listed on Section 8.3(b) of the Seller, Seller Disclosure Letter and (ii) fairly represent pursue the financial condition, assets and liabilities litigation matters listed on Section 1.1(h) of the Business Seller Disclosure Letter. Seller shall not settle or compromise any on, or consent to the entry of any judgment, without the prior written consent of the Surviving Corporation (which consent shall not be unreasonably withheld or delayed) provided, that the Surviving Corporation shall not be required to consent to any settlement or consent to the entry of any judgment which (i) does not include as of periods related thereto, and (iii) prepared in accordance with GAAP applied on a consistent basis throughout term thereof the periods covered thereby. For the avoidance of doubt, all reasonable and documented out-of-pocket costs incurred delivery by the Seller in accordance with this Section 4.2(c) shall be claimant or plaintiff to the sole responsibility Surviving Corporation of a duly executed written unconditional release of the BuyerSurviving Corporation from all Liability in respect of such litigation or (ii) involves the imposition of equitable remedies.

Post-Closing Cooperation. (a) Each If, as of the Seller and the Buyer shall appoint the persons set forth on Schedule 4.2(a) as representatives to participate on each party’s transition team (each, a “Transition Team” and together, the “Transition Teams”) for the purpose of working with the other party’s Transition Team to facilitate the implementation and execution of the transition plan attached hereto as Exhibit J (the “Transition Plan”) and to anticipate and resolve issues relating to the sale of the Product, the Acquired Assets and the Business by the Seller to the Buyer and the assumption of the Assumed Liabilities by the Buyer from the Seller. Schedule 4.2(a) shall also set forth each of the Buyer’s and the Seller’s designee as each respective Transition Team’s Lead Member (each a “Lead Member” and together, the “Lead Members”). Seller shall not terminate the employment of its Transition Team members without cause until their tasks under the Transition Plan are completed. The Seller shall take all actions reasonably necessary to timely carry out the Transition Plan. (b) Subject to compliance with contractual obligations and applicable Law, following the Closing, each party shall afford to the other party and the other party’s authorized accountants, counsel and other designated representatives during normal business hours in a manner so as to not unreasonably interfere with the conduct of business (a) reasonable access and duplicating rights to all Confidential Information and other information relating to the Product, the Business or the Acquired Assets within the possession or control of such party and (b) reasonable access to the personnel of such party. Requests may be made under this Section 4.2 for financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, determining the proration of Taxes under Section 4.15(a), prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Documents and all other proper business purposes. Except as expressly set forth in the Transition Plan, neither party shall be entitled to receive any compensation for making information or personnel available under this Section 4.2(b). (c) Promptly after the Closing Date, upon the Buyer’s written requestthere is any accrued and delinquent rent due from any tenant then in occupancy, the and Seller will cooperate with the advises Buyer in connection with the preparation of unaudited financial statements as of and for the period ending that fact on or before the Closing Date covering the operations by means of the Business as of Rent Roll or otherwise, Buyer shall use its good faith and for the period ending on the Closing Date commercially reasonable efforts to enable the collect such delinquent rent following Closing; provided, however, Buyer to comply with applicable Legal Requirements with respect to reports and filings with the U.S. Securities and Exchange Commission (the “SEC”). In preparing these financial statements the Seller will use efforts similar to those used in connection with its own audited financial statements. Such financial statements shall comply with applicable Legal Requirements including in connection with the Buyer’s acquisition of a “significant business” pursuant to Regulation S-X of the SEC. If requested by the Buyer, the Seller shall engage Ernst & Young LLP, its independent auditors, at the Buyer’s sole cost and expense, to audit the financial statements of the Business for the periods required by Regulation S-X of the SEC and to render an opinion on such financial statements. The Seller will provide, if required by the Buyers’ independent auditors, customary executed representation letters not be required to enable independent auditors to render an opinion on audited financial statements. The Seller shall request, and take all reasonable steps necessary to encourage, its auditors to cooperate with the Buyer and provide all necessary consents required by the SEC and customary “comfort letters” in connection with securities offerings of the Buyer and with its preparation of incur any financial statements or other reports pursuant to Legal Requirements. The foregoing financial statements shall be (i) derived from and in accordance with the books and records of the Seller, (ii) fairly represent the financial condition, assets and liabilities of the Business as of periods related thereto, and (iii) prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby. For the avoidance of doubt, all reasonable and documented out-of-pocket costs incurred expense or liability in doing so. The good faith and commercially reasonable efforts required of Buyer shall not be deemed to include the institution of any litigation. All rent collected by Buyer from such delinquent tenant(s) shall be applied by Buyer first, to rent and other charges currently due Buyer for the period from and after the Closing Date and second, to rent and other charges due to Seller for the period prior to the Closing Date. Notwithstanding the foregoing, Seller shall retain the right to pursue, at Seller's sole cost, any and all actions or proceedings against: (i) any former tenants or occupants of the Property, who are not subject to existing Leases at the Property or who are in accordance with this Section 4.2(cbreach of their Leases by reason (in part) of their abandonment of the leased premises prior to the end of the term of their Lease; or (ii) any remaining tenants of the Property who are delinquent in payment of rent and/or other charges for a period of sixty (60) days or more as of the Closing Date, for delinquent rents and/or other cause(s) of action, and any amounts collected by Seller pursuant to such actions or proceedings shall be the sole property of Seller. Buyer hereby assigns any cause(s) of action or claim(s) it may have against such persons for the period prior to Closing to Seller, and Buyer shall have no responsibility in connection with the prosecution of the Buyersaid actions or proceedings.

Post-Closing Cooperation. As from the Closing Date, the Parties shall use their best efforts to take, or cause to be taken, all such further actions and to do, or cause to be done, all such additional things necessary, proper or advisable consistent with all applicable Laws to ensure that any sums due to the Companies by any customer and collected by any member of the Seller's Group are remitted to the Companies in question without delay. As from the Closing Date, any sums due to the Companies except as otherwise specifically provided in the Transition Services Agreement which shall govern the remittance of such sums and collected by any such other member of the Seller's Group shall be remitted to the Purchaser within five (a5) Each days and shall bear interest payable to the Companies and computed at a rate of one month EURIBOR, plus twenty-five percent 25% per annum but in no event more than the maximum interest rate permitted under French Law as from their date of collection by any such other member of the Seller's Group through their date of remittence to the Companies. In connection therewith, the Purchaser and the Purchaser's Accountants shall at all time have reasonable access to the accounting and other records, and to the personnel employed by or others working on behalf of the Seller's Group and to the work papers of the accountants thereof in order to audit and verify that any and all amounts due to the Companies and collected by any other member of the Seller's Group are remitted to the Companies in compliance with the provisions of this Section. In addition, the Seller shall upon Closing cause all customers to be informed that all payments due to the Companies should be remitted directly to the relevant Companies as from the Closing Date. The Seller shall also use its best efforts to ensure that all outstanding contracts which have been entered into by the Seller with third parties for the provision of services or products to the Companies shall be transferred to the relevant Companies prior to the Closing Date at no additional cost or charge for the Companies. Should such transactions not be completely carried out prior or on the Closing Date in accordance with the preceding sentence, the Seller shall use its best efforts to obtain such transfers within a reasonable time thereafter. In addition, if at the Closing Date the Seller has not been able to deliver to the Purchaser the share in SMBI currently held by M. C▇▇▇▇▇▇ ▇▇▇re, then, as from the Closing Date until effective delivery of such share to Purchaser, the Seller shall use its best efforts to obtain the transfer of such share to the Purchaser, at no cost for the latter, as soon as possible after the Closing Date. Without prejudice to any right of the Purchaser hereunder and in particular without affecting in any way the representations and warranties of the Seller pursuant to Article IV concerning the June 30, 2000 Financial Statements which will based on such June 30, 2000 Financial Statements as they appear in Schedule 4.5(a), and the Buyer shall appoint the persons set forth on Schedule 4.2(a) as representatives to participate on each party’s transition team (each, a “Transition Team” and together, the “Transition Teams”) for the purpose of working with the other party’s Transition Team to facilitate the implementation and execution of the transition plan attached hereto as Exhibit J (the “Transition Plan”) and to anticipate and resolve issues relating to the sale of the Product, the Acquired Assets and the Business by the Seller to the Buyer and the assumption of the Assumed Liabilities by the Buyer from the Seller. Schedule 4.2(a) shall also set forth each of the Buyer’s and the Seller’s designee as each respective Transition Team’s Lead Member (each a “Lead Member” and together, the “Lead Members”). Seller shall not terminate the employment of its Transition Team members without cause until their tasks under the Transition Plan are completed. The Seller shall take all actions reasonably necessary to timely carry out the Transition Plan. (b) Subject to compliance with contractual obligations and applicable Law, following the Closing, each party shall afford to the other party and the other party’s authorized accountants, counsel and other designated representatives during normal business hours in a manner so as to not unreasonably interfere with the conduct of business (a) reasonable access and duplicating rights to all Confidential Information and other information relating to the Product, the Business or the Acquired Assets within the possession or control of such party and (b) reasonable access to the personnel of such party. Requests may be made under this Section 4.2 for financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, determining the proration of Taxes under Section 4.15(a), prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Documents and all other proper business purposes. Except as expressly set forth in the Transition Plan, neither party shall be entitled to receive any compensation for making information or personnel available under this Section 4.2(b). (c) Promptly after the Closing Date, upon the Buyer’s written request, the Seller will cooperate with the Buyer in connection with the preparation of unaudited financial statements as of and for the period ending on the Closing Date covering the operations of the Business as of and for the period ending on the Closing Date to enable the Buyer to comply with applicable Legal Requirements with respect to reports and filings with the U.S. Securities and Exchange Commission (the “SEC”). In preparing these financial statements the Seller will use efforts similar to those used in connection with its own audited financial statements. Such financial statements shall comply with applicable Legal Requirements including in connection with the Buyer’s acquisition of a “significant business” pursuant to Regulation S-X of the SEC. If requested by the Buyerinformation only, the Seller shall engage Ernst & Young LLP, its independent auditors, at the Buyer’s sole cost be allowed to conduct a limited audit and expense, to audit complete and finalize the financial statements of the Business Companies for the periods required by Regulation S-X period ended on June 30, 2000 at no cost or expense for the Purchaser and/or the Companies; for such purpose, the Seller and the Seller's Accountants shall have reasonable access to the related Companies' working papers and, subject to prior written consent of the SEC Purchaser, which consent shall not be unreasonably withheld, and under circumstances reasonable in the Purchaser's judgment, to render an opinion on such financial statements. The Seller will provide, if required by the Buyers’ independent auditors, customary executed representation letters required personnel of the Companies to enable independent auditors the extent related to render an opinion on audited financial statementsthe matters concerned. The Seller shall request, and take all reasonable steps necessary to encourage, its auditors cause Aries Industries Araba Dis Techizat Uretimi Sanayi ve Ticaret A.S. (AIT) to cooperate with CAE after the Buyer Closing to define and provide all necessary consents required by the SEC and customary “comfort letters” enter into a written agreement in connection accordance with securities offerings of the Buyer and with its preparation of any financial statements or other reports pursuant to Legal Requirements. The foregoing financial statements shall be Schedules 4.4 (a), 4.6 (i) derived from and in accordance with the books and records 4.10 (a)(i) as soon as possible subject to Purchaser's prior written approval of the Seller, (ii) fairly represent the financial condition, assets and liabilities of the Business as of periods related thereto, and (iii) prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby. For the avoidance of doubt, all reasonable and documented out-of-pocket costs incurred by the Seller in accordance with this Section 4.2(c) shall be the sole responsibility of the Buyersuch agreement.

Post-Closing Cooperation. (a) Each of the Seller Bord▇▇, ▇▇rent and the Buyer shall appoint the persons set forth on Schedule 4.2(a) as representatives to participate on each party’s transition team (each, a “Transition Team” and together, the “Transition Teams”) for the purpose of working with the other party’s Transition Team to facilitate the implementation and execution of the transition plan attached hereto as Exhibit J (the “Transition Plan”) and to anticipate and resolve issues relating to the sale of the Product, the Acquired Assets and the Business by the Seller to the Buyer and the assumption of the Assumed Liabilities by the Buyer from the Seller. Schedule 4.2(a) shall also set forth each of the Buyer’s Bord▇▇ ▇▇▇porations shall reasonably cooperate, and the Seller’s designee as shall cause their respective affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Returns, including maintaining and making available to each respective Transition Team’s Lead Member (each a “Lead Member” other all records necessary in connection with Taxes and together, the “Lead Members”). Seller shall not terminate the employment of its Transition Team members without cause until their tasks under the Transition Plan are completed. The Seller shall take in resolving all actions reasonably necessary disputes and audits with respect to timely carry out the Transition Planall taxable periods relating to Taxes. (b) Subject to compliance with contractual obligations Bord▇▇ ▇▇▇ll be responsible for and applicable Law, following shall pay all Taxes for the Closing, each party shall afford Bord▇▇ ▇▇▇porations that become due before or after the Closing Date that are properly allocable under this Section to the other party period prior to and including the other party’s authorized accountantsClosing Date, counsel except that the Bord▇▇ ▇▇▇porations and other designated representatives during normal business hours in a manner so as Parent, and not Bord▇▇, ▇▇all be responsible for and shall pay either to not unreasonably interfere with Bord▇▇ ▇▇ to the conduct of business appropriate taxing authorities (a) reasonable access and duplicating rights to all Confidential Information and other information relating the amounts accrued therefor in the Financial Statements (including amounts accrued with respect to the ProductTax Sharing Agreement notwithstanding the fact that such Tax Sharing Agreement has been terminated pursuant to Section 6.5(d) hereof) but not paid on or before the Closing 77 84 Date, the Business or the Acquired Assets within the possession or control of such party and (b) reasonable access to the personnel of such party. Requests may be made under this Section 4.2 for financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, amounts (other than income Taxes) accrued therefor but not paid on or before the Closing Date which are reflected as expenses in determining the proration Earnings for the period from and including January 1, 1997 through the last day of the Closing Period. In order to appropriately apportion any of these Taxes under Section 4.15(a)relating to a period that includes (but that would not, prosecuting any claims but for refundthis section, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Documents and all other proper business purposes. Except as expressly set forth in the Transition Plan, neither party shall be entitled to receive any compensation for making information or personnel available under this Section 4.2(b). (cclose on) Promptly after the Closing Date, upon the Buyer’s written requestparties hereto will, to the Seller will cooperate extent permitted by applicable law, elect with the Buyer in connection with the preparation of unaudited financial statements as of and relevant taxing authorities to treat for the period ending on all purposes the Closing Date covering as the last day of a taxable period of Holdings, and such period shall be treated as a "Short Period" and a "Pre-Closing Period" for purposes of this Agreement. In any case where applicable law does not permit Holdings to treat the Closing Date as the last day of a taxable period, then for purposes of this Agreement, the Taxes attributable to the operations of the Business Holdings or its Subsidiaries for such Interim Period (as of and for the period ending on the Closing Date to enable the Buyer to comply with applicable Legal Requirements with respect to reports and filings with the U.S. Securities and Exchange Commission (the “SEC”). In preparing these financial statements the Seller will use efforts similar to those used in connection with its own audited financial statements. Such financial statements shall comply with applicable Legal Requirements including in connection with the Buyer’s acquisition of a “significant business” pursuant to Regulation S-X of the SEC. If requested by the Buyer, the Seller shall engage Ernst & Young LLP, its independent auditors, at the Buyer’s sole cost and expense, to audit the financial statements of the Business for the periods required by Regulation S-X of the SEC and to render an opinion on such financial statements. The Seller will provide, if required by the Buyers’ independent auditors, customary executed representation letters required to enable independent auditors to render an opinion on audited financial statements. The Seller shall request, and take all reasonable steps necessary to encourage, its auditors to cooperate with the Buyer and provide all necessary consents required by the SEC and customary “comfort letters” in connection with securities offerings of the Buyer and with its preparation of any financial statements or other reports pursuant to Legal Requirements. The foregoing financial statements defined below) shall be (i) derived from in the case of any transaction-based Tax (such as sales, transfer and other similar Taxes) ("Transaction-Based Taxes"), any such Tax attributable to a transaction occurring in accordance with the books and records of the Seller, such Interim Period; (ii) fairly represent in the financial conditioncase of Taxes other than Transaction-Based Taxes that are not based on income or gross receipts, assets the total amount of such Taxes for the period in question multiplied by a fraction, the numerator of which is the number of days in the Interim Period, and liabilities the denominator of which is the Business as total number of periods related theretodays in the entire period in question, and (iii) prepared in accordance with GAAP applied the case of Taxes that are based on a consistent basis throughout income or gross receipts, the periods covered thereby. For the avoidance of doubt, all reasonable and documented out-of-pocket costs incurred by the Seller in accordance with this Section 4.2(c) shall be the sole responsibility of the Buyer.Taxes other than

Post-Closing Cooperation. (a) Each Schedule A of the Seller and the Buyer shall appoint the persons set forth on Schedule 4.2(a) as representatives to participate on each party’s transition team (each, a “form Transition Team” and together, the “Transition Teams”) for the purpose of working with the other party’s Transition Team to facilitate the implementation and execution of the transition plan Services Agreement attached hereto as Exhibit J G (the “Transition PlanServices Agreement”) and reflects a summary of services (the “Summary of Services”) anticipated by the parties to anticipate and resolve issues relating be provided pursuant to the sale Transition Services Agreement after the Closing for the time periods set forth therein. The Summary of the ProductServices may not sufficiently describe all such services in detail. Accordingly, the Acquired Assets parties hereto agree that, from and after the Business by date hereof until the Seller Closing Date, they will negotiate in good faith to refine the Buyer and description of services included within the assumption Summary of the Assumed Liabilities by the Buyer from the Seller. Schedule 4.2(a) shall also set forth each of the Buyer’s and the Seller’s designee Services so as each respective Transition Team’s Lead Member (each a “Lead Member” and together, the “Lead Members”). Seller shall not terminate the employment of its Transition Team members without cause until their tasks under the Transition Plan are completed. The Seller shall take all actions reasonably necessary to timely carry out the Transition Planprovide sufficient operational detail. (b) Subject to compliance with contractual obligations In the event that at any time after the Closing and applicable Law, following the Closing, each party shall afford except to the other party extent otherwise addressed in this Agreement, any of the Sellers, OldCo, Blocker or the Excluded Subsidiaries, receives or otherwise possesses any property or asset (including Cash) that is reasonably necessary to operate the business of the Meritas Companies or that should otherwise belong to Buyer or the Meritas Companies pursuant to this Agreement, Sellers shall promptly transfer, or cause its Affiliates (including OldCo and the other party’s authorized accountantsExcluded Subsidiaries) to promptly transfer, counsel and other designated representatives during normal business hours in a manner so as such asset to not unreasonably interfere with the conduct of business (a) reasonable access and duplicating rights to all Confidential Information and other information relating to the Product, the Business Buyer or the Acquired Assets within the possession or control of such party and applicable Meritas Company (b) reasonable access to the personnel of such party. Requests may be made under this Section 4.2 for financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, determining the proration of Taxes under Section 4.15(aat Buyer’s option), prosecuting for no additional consideration. Prior to any claims such transfer, Sellers shall, and shall cause its Affiliates to, hold such property or asset in trust for refund, defending the benefit of Buyer. In the event that at any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Documents and all other proper business purposes. Except as expressly set forth in the Transition Plan, neither party shall be entitled to receive any compensation for making information or personnel available under this Section 4.2(b). (c) Promptly time after the Closing Date, upon Buyer or its Affiliates, including the BuyerMeritas Companies, receives or otherwise possess any property or asset (including Cash not included as Cash in the Closing Purchase Price Adjustment Schedule) that should belong to the Sellers or their Affiliates (including OldCo and the Excluded Subsidiaries), Buyer shall promptly transfer, or cause its Affiliates (including the Meritas Companies) to promptly transfer, such property or asset to the Sellers or their appropriate Affiliate (at the Sellers Representative’s written requestoption), the Seller will cooperate with the for no additional consideration. Prior to any such transfer, Buyer shall, and shall cause its Affiliates to, hold such property or asset in connection with the preparation of unaudited financial statements as of and trust for the period ending on the Closing Date covering the operations benefit of the Business as of and for the period ending on the Closing Date to enable the Buyer to comply with applicable Legal Requirements with respect to reports and filings with the U.S. Securities and Exchange Commission (the “SEC”). In preparing these financial statements the Seller will use efforts similar to those used in connection with its own audited financial statements. Such financial statements shall comply with applicable Legal Requirements including in connection with the Buyer’s acquisition of a “significant business” pursuant to Regulation S-X of the SEC. If requested by the Buyer, the Seller shall engage Ernst & Young LLP, its independent auditors, at the Buyer’s sole cost and expense, to audit the financial statements of the Business for the periods required by Regulation S-X of the SEC and to render an opinion on such financial statements. The Seller will provide, if required by the Buyers’ independent auditors, customary executed representation letters required to enable independent auditors to render an opinion on audited financial statements. The Seller shall request, and take all reasonable steps necessary to encourage, its auditors to cooperate with the Buyer and provide all necessary consents required by the SEC and customary “comfort letters” in connection with securities offerings of the Buyer and with its preparation of any financial statements or other reports pursuant to Legal Requirements. The foregoing financial statements shall be (i) derived from and in accordance with the books and records of the Seller, (ii) fairly represent the financial condition, assets and liabilities of the Business as of periods related thereto, and (iii) prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby. For the avoidance of doubt, all reasonable and documented out-of-pocket costs incurred by the Seller in accordance with this Section 4.2(c) shall be the sole responsibility of the BuyerSellers.

Post-Closing Cooperation. (a) From time to time after the Initial Closing Date, as and when requested by the Seller or the Purchaser, the Seller and the Purchaser shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such requesting party may reasonably deem necessary or desirable to confirm and assure the rights and obligations provided for in this Agreement and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements (including the IPC Acquisition and the Reorganization), including, in the case of the Seller, executing and delivering to the Purchaser or the Company such assignments, consents and other instruments as the Purchaser may reasonably request as necessary or desirable for such purpose. (b) Each of the Seller and the Buyer Purchaser shall appoint the persons set forth on Schedule 4.2(a) as representatives to participate on each party’s transition team (each, a “Transition Team” and together, the “Transition Teams”) for the purpose of working cooperate with the other party’s Transition Team , and shall cause its Affiliates and Associates and such Affiliates’ Associates and its and their officers, employees, agents, auditors and representatives to facilitate cooperate with the implementation and execution other party, after the Initial Closing to ensure the orderly transition of the transition plan attached hereto as Exhibit J (business of the “Transition Plan”) Company and its Subsidiaries after the Initial Closing and to anticipate and resolve issues relating minimize any disruption to the sale business of the Product, Company and its Subsidiaries that might result from the Acquired Assets transactions contemplated by this Agreement and the Business by Ancillary Agreements. After the Seller to the Buyer and the assumption of the Assumed Liabilities by the Buyer from the Seller. Schedule 4.2(a) shall also set forth Initial Closing, upon reasonable written notice, each of the Buyer’s Seller and the Seller’s designee as each respective Transition Team’s Lead Member (each a “Lead Member” and together, the “Lead Members”). Seller Purchaser shall not terminate the employment of its Transition Team members without furnish or cause until their tasks under the Transition Plan are completed. The Seller shall take all actions reasonably necessary to timely carry out the Transition Plan. (b) Subject to compliance with contractual obligations and applicable Law, following the Closing, each party shall afford be furnished to the other party and the other party’s authorized accountantsAffiliates and Associates and such Affiliates’ Associates and their employees, counsel counsel, auditors and other designated representatives access, during normal business hours hours, to such information and assistance relating to the Company and its Subsidiaries as is reasonably necessary for financial reporting, accounting and Tax matters or other reasonable purposes. (c) Each of the Seller and the Purchaser shall reimburse the other party for reasonable out-of-pocket costs and expenses incurred by such other party in a manner so as assisting such first party pursuant to not this Section. Neither the Seller nor the Purchaser shall be required by this Section to take any action that would unreasonably interfere with the conduct of its business (a) reasonable access and duplicating rights or unreasonably disrupt its or its Subsidiaries’ normal operations. Any information provided pursuant to all Confidential Information and other information this Section relating to the Product, the Business or the Acquired Assets within the possession or control of such party Company and (b) reasonable access to the personnel of such party. Requests may be made under this Section 4.2 for financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, determining the proration of Taxes under Section 4.15(a), prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Documents and all other proper business purposes. Except as expressly set forth in the Transition Plan, neither party its Subsidiaries shall be entitled subject to receive any compensation for making information or personnel available under this Section 4.2(b)6.04. (c) Promptly after the Closing Date, upon the Buyer’s written request, the Seller will cooperate with the Buyer in connection with the preparation of unaudited financial statements as of and for the period ending on the Closing Date covering the operations of the Business as of and for the period ending on the Closing Date to enable the Buyer to comply with applicable Legal Requirements with respect to reports and filings with the U.S. Securities and Exchange Commission (the “SEC”). In preparing these financial statements the Seller will use efforts similar to those used in connection with its own audited financial statements. Such financial statements shall comply with applicable Legal Requirements including in connection with the Buyer’s acquisition of a “significant business” pursuant to Regulation S-X of the SEC. If requested by the Buyer, the Seller shall engage Ernst & Young LLP, its independent auditors, at the Buyer’s sole cost and expense, to audit the financial statements of the Business for the periods required by Regulation S-X of the SEC and to render an opinion on such financial statements. The Seller will provide, if required by the Buyers’ independent auditors, customary executed representation letters required to enable independent auditors to render an opinion on audited financial statements. The Seller shall request, and take all reasonable steps necessary to encourage, its auditors to cooperate with the Buyer and provide all necessary consents required by the SEC and customary “comfort letters” in connection with securities offerings of the Buyer and with its preparation of any financial statements or other reports pursuant to Legal Requirements. The foregoing financial statements shall be (i) derived from and in accordance with the books and records of the Seller, (ii) fairly represent the financial condition, assets and liabilities of the Business as of periods related thereto, and (iii) prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby. For the avoidance of doubt, all reasonable and documented out-of-pocket costs incurred by the Seller in accordance with this Section 4.2(c) shall be the sole responsibility of the Buyer.

Post-Closing Cooperation. (a) Each of the Seller Bord▇▇, ▇▇rent and the Buyer shall appoint the persons set forth on Schedule 4.2(a) as representatives to participate on each party’s transition team (each, a “Transition Team” and together, the “Transition Teams”) for the purpose of working with the other party’s Transition Team to facilitate the implementation and execution of the transition plan attached hereto as Exhibit J (the “Transition Plan”) and to anticipate and resolve issues relating to the sale of the Product, the Acquired Assets and the Business by the Seller to the Buyer and the assumption of the Assumed Liabilities by the Buyer from the Seller. Schedule 4.2(a) shall also set forth each of the Buyer’s Bord▇▇ ▇▇▇porations shall reasonably cooperate, and the Seller’s designee as shall cause their respective affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Returns, including maintaining and making available to each respective Transition Team’s Lead Member (each a “Lead Member” other all records necessary in connection with Taxes and together, the “Lead Members”). Seller shall not terminate the employment of its Transition Team members without cause until their tasks under the Transition Plan are completed. The Seller shall take in resolving all actions reasonably necessary disputes and audits with respect to timely carry out the Transition Planall taxable periods relating to Taxes. (b) Subject to compliance with contractual obligations Bord▇▇ ▇▇▇ll be responsible for and applicable Law, following shall pay all Taxes for the Closing, each party shall afford Bord▇▇ ▇▇▇porations that become due before or after the Closing Date that are properly allocable under this Section to the other party period prior to and including the other party’s authorized accountantsClosing Date, counsel except that the Bord▇▇ ▇▇▇porations and other designated representatives during normal business hours in a manner so as Parent, and not Bord▇▇, ▇▇all be responsible for and shall pay either to not unreasonably interfere with Bord▇▇ ▇▇ to the conduct of business appropriate taxing authorities (a) reasonable access and duplicating rights to all Confidential Information and other information relating the amounts accrued therefor in the Financial Statements (including amounts accrued with respect to the ProductTax Sharing Agreement notwithstanding the fact that such Tax Sharing Agreement has been terminated pursuant to Section 6.5(d) hereof) but not paid on or before the Closing -77- 85 Date, the Business or the Acquired Assets within the possession or control of such party and (b) reasonable access to the personnel of such party. Requests may be made under this Section 4.2 for financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, amounts (other than income Taxes) accrued therefor but not paid on or before the Closing Date which are reflected as expenses in determining the proration Earnings for the period from and including January 1, 1997 through the last day of the Closing Period. In order to appropriately apportion any of these Taxes under Section 4.15(a)relating to a period that includes (but that would not, prosecuting any claims but for refundthis section, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Documents and all other proper business purposes. Except as expressly set forth in the Transition Plan, neither party shall be entitled to receive any compensation for making information or personnel available under this Section 4.2(b). (cclose on) Promptly after the Closing Date, upon the Buyer’s written requestparties hereto will, to the Seller will cooperate extent permitted by applicable law, elect with the Buyer in connection with the preparation of unaudited financial statements as of and relevant taxing authorities to treat for the period ending on all purposes the Closing Date covering as the last day of a taxable period of Holdings, and such period shall be treated as a "Short Period" and a "Pre-Closing Period" for purposes of this Agreement. In any case where applicable law does not permit Holdings to treat the Closing Date as the last day of a taxable period, then for purposes of this Agreement, the Taxes attributable to the operations of the Business Holdings or its Subsidiaries for such Interim Period (as of and for the period ending on the Closing Date to enable the Buyer to comply with applicable Legal Requirements with respect to reports and filings with the U.S. Securities and Exchange Commission (the “SEC”). In preparing these financial statements the Seller will use efforts similar to those used in connection with its own audited financial statements. Such financial statements shall comply with applicable Legal Requirements including in connection with the Buyer’s acquisition of a “significant business” pursuant to Regulation S-X of the SEC. If requested by the Buyer, the Seller shall engage Ernst & Young LLP, its independent auditors, at the Buyer’s sole cost and expense, to audit the financial statements of the Business for the periods required by Regulation S-X of the SEC and to render an opinion on such financial statements. The Seller will provide, if required by the Buyers’ independent auditors, customary executed representation letters required to enable independent auditors to render an opinion on audited financial statements. The Seller shall request, and take all reasonable steps necessary to encourage, its auditors to cooperate with the Buyer and provide all necessary consents required by the SEC and customary “comfort letters” in connection with securities offerings of the Buyer and with its preparation of any financial statements or other reports pursuant to Legal Requirements. The foregoing financial statements defined below) shall be (i) derived from in the case of any transaction-based Tax (such as sales, transfer and other similar Taxes) ("Transaction-Based Taxes"), any such Tax attributable to a transaction occurring in accordance with the books and records of the Seller, such Interim Period; (ii) fairly represent in the financial conditioncase of Taxes other than Transaction-Based Taxes that are not based on income or gross receipts, assets the total amount of such Taxes for the period in question multiplied by a fraction, the numerator of which is the number of days in the Interim Period, and liabilities the denominator of which is the Business as total number of periods related theretodays in the entire period in question, and (iii) prepared in accordance with GAAP applied the case of Taxes that are based on a consistent basis throughout income or gross receipts, the periods covered thereby. For the avoidance of doubt, all reasonable and documented out-of-pocket costs incurred by the Seller in accordance with this Section 4.2(c) shall be the sole responsibility of the Buyer.Taxes other than

Post-Closing Cooperation. (a) Each The parties hereto covenant and agree to make reasonably available after the Closing such of their employees and records as the other parties may reasonably request in order for such parties to prepare any and all necessary or desirable financial reports, audits, tax returns or securities law filings, and the parties covenant and agree to cooperate with each other with respect to the preparation of the Seller and the Buyer shall appoint the persons set forth on Schedule 4.2(a) as representatives to participate on each party’s transition team (each, a “Transition Team” and together, the “Transition Teams”) for the purpose of working with the other party’s Transition Team to facilitate the implementation and execution of the transition plan attached hereto as Exhibit J (the “Transition Plan”) and to anticipate and resolve issues relating to the sale of the Product, the Acquired Assets and the Business by the Seller to the Buyer and the assumption of the Assumed Liabilities by the Buyer from the Seller. Schedule 4.2(a) shall also set forth each of the Buyer’s and the Seller’s designee as each respective Transition Team’s Lead Member (each a “Lead Member” and together, the “Lead Members”). Seller shall not terminate the employment of its Transition Team members without cause until their tasks under the Transition Plan are completed. The Seller shall take all actions reasonably necessary to timely carry out the Transition Planforegoing. (b) Subject GECC shall use commercially reasonable efforts to compliance with contractual obligations and applicable Law, following the Closing, each party shall afford cause Ernst & Young LLP to the other party and the other party’s authorized accountants, counsel and other designated representatives during normal business hours deliver to Purchaser a duly executed letter in a manner so as to not unreasonably interfere with the conduct of business (a) reasonable access and duplicating rights to all Confidential Information and other information relating to the Product, the Business or the Acquired Assets within the possession or control of such party and (b) reasonable access to the personnel of such party. Requests may be made under this Section 4.2 for financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, determining the proration of Taxes under Section 4.15(a), prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Documents and all other proper business purposes. Except as expressly set forth in the Transition Plan, neither party shall be entitled to receive any compensation for making information or personnel available under this Section 4.2(b). (c) Promptly after the Closing Date, upon the Buyer’s written request, the Seller will cooperate with the Buyer in connection with the preparation of unaudited financial statements as of and for the period ending on the Closing Date covering the operations of the Business as of and for the period ending on the Closing Date to enable the Buyer to comply with applicable Legal Requirements with respect to reports and filings with the U.S. Securities and Exchange Commission (the “SEC”). In preparing these financial statements the Seller will use efforts similar to those used in connection with its own audited financial statements. Such financial statements shall comply with applicable Legal Requirements including in connection with the Buyer’s acquisition of a “significant business” pursuant to Regulation S-X of the SEC. If requested by the Buyer, the Seller shall engage which Ernst & Young LLP: (i) acknowledges that it understands that Trizec and one or more of its subsidiaries intend to include certain audited historical financial statements relating to the Property in filings made pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Trizec and its independent auditors, successors from time to time with the SEC (“SEC Filings”); (ii) subject to Ernst & Young LLP’s usual procedures and professional standards and after being given reasonable opportunity to review such SEC Filings and documents incorporated by reference therein at the BuyerTrizec’s sole cost and expense, agrees that it shall consent to the references in such SEC Filings to Ernst & Young LLP as experts and the inclusion of any of its audit reports on the audited historical financial statements of the Business for the periods required by Regulation S-X of the in any such SEC and to render an opinion on Filing, until such financial statements. The Seller will provide, if statements and consents are no longer required to be included in such SEC Filing by the Buyers’ independent auditors, customary executed representation letters required to enable independent auditors to render an opinion on audited financial statements. The Seller shall request, and take all reasonable steps necessary to encourage, its auditors to cooperate with Securities Act or the Buyer and provide all necessary consents required by the SEC and customary “comfort letters” in connection with securities offerings of the Buyer and with its preparation of any financial statements or other reports pursuant to Legal Requirements. The foregoing financial statements shall be (i) derived from and in accordance with the books and records of the Seller, (ii) fairly represent the financial condition, assets and liabilities of the Business as of periods related thereto, Exchange Act; and (iii) prepared acknowledges that Purchaser and Trizec will be providing the audited historical financial statements to potential lenders for the transactions contemplated hereby and will be including such financial statements in accordance the offering materials used in connection with GAAP applied a private or exempt offering under the Securities Act. GECC shall use commercially reasonable efforts to cause Ernst & Young LLP, including by providing customary representation letters and other customary documents and instruments, subject to Ernst & Young LLP’s usual procedures and professional standards and Ernst & Young LLP being given reasonable opportunity to review such SEC Filings or offering documents and documents incorporated by reference therein at Trizec’s sole cost and expense, (a) to consent to the inclusion of any of its audit reports on a consistent basis throughout the periods covered therebyaudited financial statements relating to the Core Properties in any SEC Filing (and to the references therein to Ernst & Young LLP as experts) and (b) to issue customary comfort letters concerning matters which are the subject of such audited historical financial statements, that may be required in connection with any offering of debt or equity securities by Trizec or any of its subsidiaries or their respective successors. For the avoidance of doubt, all Purchaser shall reimburse GECC for any reasonable and documented out-of-pocket costs expenses incurred by the Seller GECC and its subsidiaries in accordance connection with their compliance with this Section 4.2(c) shall be the sole responsibility of the Buyer5.5(b).

Post-Closing Cooperation. (a) Each of the Seller and the Buyer Purchaser shall appoint the persons set forth on Schedule 4.2(a) as cooperate with each other, and shall cause their affiliates and their officers, employees, agents, auditors and representatives to participate on cooperate with each party’s other, for a period of 60 days after the Closing to ensure the orderly transition team (each, a “Transition Team” of Company and together, the “Transition Teams”) for Subsidiaries from Seller to Purchaser and to minimize any disruption to Company and the purpose of working with Subsidiaries and the other party’s Transition Team to facilitate respective businesses of Seller and Purchaser that might result from the implementation and execution of the transition plan attached hereto as Exhibit J (the “Transition Plan”) and to anticipate and resolve issues relating to the sale of the Product, the Acquired Assets Acquisition and the Business other transactions contemplated by the Seller to the Buyer and the assumption of the Assumed Liabilities by the Buyer from the Seller. Schedule 4.2(a) shall also set forth each of the Buyer’s and the Seller’s designee as each respective Transition Team’s Lead Member (each a “Lead Member” and together, the “Lead Members”). Seller shall not terminate the employment of its Transition Team members without cause until their tasks under the Transition Plan are completed. The Seller shall take all actions reasonably necessary to timely carry out the Transition Planthis Agreement. (b) Subject For a period of five years after the Closing Date (or such longer period as may be necessary to compliance enable Seller to comply with contractual obligations Applicable Law), Purchaser shall, and applicable Law, following the Closing, each party shall afford to the other party cause its subsidiaries (including Company and the other party’s authorized accountantsSubsidiaries) to, counsel afford Seller and other designated its representatives reasonable access, upon reasonable notice, during normal business hours and without undue interruption of Purchaser's business, to the books, records and personnel of Company and the Subsidiaries in respect of matters pertaining to periods prior to the Closing Date in connection with financial statements and reporting obligations and other reasonable business purposes; provided, that nothing herein shall limit Seller's rights of discovery. Purchaser agrees to hold all of the books and records of Company and the Subsidiaries existing on the Closing Date in accordance with Purchaser's standard record retention policies; provided, that Purchaser shall not destroy, alter or dispose (or permit to be destroyed, altered or disposed) any such books and records for a manner so period of five years from the Closing Date or such longer time as may be required by Applicable Law without first offering in writing at least 60 days prior to not such destruction, alteration or disposal to surrender them to Seller. (c) Each party shall reimburse the other for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 5.8. Neither party shall be required by this Section 5.8 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations (a) reasonable access and duplicating rights to all Confidential Information and other information relating to the Productor, the Business or the Acquired Assets within the possession or control of such party and (b) reasonable access to the personnel of such party. Requests may be made under this Section 4.2 for financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, determining the proration of Taxes under Section 4.15(a), prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Documents and all other proper business purposes. Except as expressly set forth in the Transition Plancase of Purchaser, neither party shall be entitled to receive those of Company or any compensation for making information or personnel available under this Section 4.2(bof the Subsidiaries). (c) Promptly after the Closing Date, upon the Buyer’s written request, the Seller will cooperate with the Buyer in connection with the preparation of unaudited financial statements as of and for the period ending on the Closing Date covering the operations of the Business as of and for the period ending on the Closing Date to enable the Buyer to comply with applicable Legal Requirements with respect to reports and filings with the U.S. Securities and Exchange Commission (the “SEC”). In preparing these financial statements the Seller will use efforts similar to those used in connection with its own audited financial statements. Such financial statements shall comply with applicable Legal Requirements including in connection with the Buyer’s acquisition of a “significant business” pursuant to Regulation S-X of the SEC. If requested by the Buyer, the Seller shall engage Ernst & Young LLP, its independent auditors, at the Buyer’s sole cost and expense, to audit the financial statements of the Business for the periods required by Regulation S-X of the SEC and to render an opinion on such financial statements. The Seller will provide, if required by the Buyers’ independent auditors, customary executed representation letters required to enable independent auditors to render an opinion on audited financial statements. The Seller shall request, and take all reasonable steps necessary to encourage, its auditors to cooperate with the Buyer and provide all necessary consents required by the SEC and customary “comfort letters” in connection with securities offerings of the Buyer and with its preparation of any financial statements or other reports pursuant to Legal Requirements. The foregoing financial statements shall be (i) derived from and in accordance with the books and records of the Seller, (ii) fairly represent the financial condition, assets and liabilities of the Business as of periods related thereto, and (iii) prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby. For the avoidance of doubt, all reasonable and documented out-of-pocket costs incurred by the Seller in accordance with this Section 4.2(c) shall be the sole responsibility of the Buyer.

Post-Closing Cooperation. (a) Each The Sellers and Purchaser shall cooperate with each other, and shall cause their Affiliates and their officers, employees, agents, auditors and Representatives to cooperate with each other, for a period of ninety (90) days after the Closing to ensure the orderly transition of the Transferred Assets from the Sellers to Purchaser; provided, however, that the employees that remain with the Sellers after such ninety (90) day period, if any, shall continue to cooperate with Purchaser to ensure the orderly transition of the Transferred Assets from the Sellers to Purchaser until the earlier of 180 days after the Closing or the termination of such employees by the Sellers. After the Closing, upon reasonable written notice, each Seller and the Buyer Purchaser shall appoint the persons set forth on Schedule 4.2(a) as representatives furnish or cause to participate on be furnished to each party’s transition team (eachother and their Affiliates, a “Transition Team” and togethertheir respective auditors and Representatives, the “Transition Teams”) for the purpose of working with the other party’s Transition Team access, during normal business hours, to facilitate the implementation such information and execution of the transition plan attached hereto as Exhibit J (the “Transition Plan”) and to anticipate and resolve issues assistance relating to the sale of the Product, the Acquired Transferred Assets and the Business by the Seller (to the Buyer and extent within the assumption control of the Assumed Liabilities by the Buyer from the Seller. Schedule 4.2(asuch party) shall also set forth each of the Buyer’s and the Seller’s designee as each respective Transition Team’s Lead Member (each a “Lead Member” and together, the “Lead Members”). Seller shall not terminate the employment of its Transition Team members without cause until their tasks under the Transition Plan are completed. The Seller shall take all actions is reasonably necessary to timely carry out the Transition Planfor financial reporting, accounting and tax return preparation purposes. (b) Subject Each party hereto agrees that it shall, and that it will cause its Affiliates to, upon reasonable request by another party hereto, to compliance the extent (i) required by any subpoena or Judgment of any court or Governmental Entity and (ii) required or permitted under the CDO Agreements (including Section 12(h) of the Existing Collateral Management Agreements), provide the requesting party with contractual obligations any information and applicable Lawdocuments necessary to any Proceeding involving such requesting party and relating to or arising in connection with any of the Assigned CDO Agreements, following the Closingother CDO Agreements, any of the CDO Issuer Assets or the Transactions; provided, however, that no party is under any obligation to make available any current or former employees of such party or its Affiliates. (c) To the extent not reimbursed or reimbursable under the Existing Collateral Management Agreements or the Amended and Restated CMAs, each party shall afford to reimburse the other party for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 5.07 that have been previously approved by the reimbursing party’s authorized accountants, counsel and other designated representatives during normal business hours in a manner so as . Neither party shall be required by this Section 5.07 to not take any action that would unreasonably interfere with the conduct of the business (a) reasonable access and duplicating rights to all Confidential Information and other information relating to the Product, the Business or the Acquired Assets within the possession or control of such party and (b) reasonable access to or its Affiliates or unreasonably disrupt the personnel normal operations of such party. Requests may be made under this Section 4.2 for financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, determining the proration of Taxes under Section 4.15(a), prosecuting any claims for refund, defending any Tax claims party or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Documents and all other proper business purposes. Except as expressly set forth in the Transition Plan, neither party shall be entitled to receive any compensation for making information or personnel available under this Section 4.2(b). (c) Promptly after the Closing Date, upon the Buyer’s written request, the Seller will cooperate with the Buyer in connection with the preparation of unaudited financial statements as of and for the period ending on the Closing Date covering the operations of the Business as of and for the period ending on the Closing Date to enable the Buyer to comply with applicable Legal Requirements with respect to reports and filings with the U.S. Securities and Exchange Commission (the “SEC”). In preparing these financial statements the Seller will use efforts similar to those used in connection with its own audited financial statements. Such financial statements shall comply with applicable Legal Requirements including in connection with the Buyer’s acquisition of a “significant business” pursuant to Regulation S-X of the SEC. If requested by the Buyer, the Seller shall engage Ernst & Young LLP, its independent auditors, at the Buyer’s sole cost and expense, to audit the financial statements of the Business for the periods required by Regulation S-X of the SEC and to render an opinion on such financial statements. The Seller will provide, if required by the Buyers’ independent auditors, customary executed representation letters required to enable independent auditors to render an opinion on audited financial statements. The Seller shall request, and take all reasonable steps necessary to encourage, its auditors to cooperate with the Buyer and provide all necessary consents required by the SEC and customary “comfort letters” in connection with securities offerings of the Buyer and with its preparation of any financial statements or other reports pursuant to Legal Requirements. The foregoing financial statements shall be (i) derived from and in accordance with the books and records of the Seller, (ii) fairly represent the financial condition, assets and liabilities of the Business as of periods related thereto, and (iii) prepared in accordance with GAAP applied on a consistent basis throughout the periods covered therebyAffiliates. For the avoidance of doubt, all reasonable and documented out-of-pocket costs incurred any information relating to the Transferred Assets received by the any Seller in accordance with pursuant to this Section 4.2(c) 5.07 shall be the sole responsibility subject to Section 5.03(b) (Confidentiality). (d) Each Seller shall comply with any applicable post-termination or post-assignment provisions of the BuyerAssigned CDO Agreements and the Existing Collateral Management Agreements, including Sections 12(g) and (h) of the Existing Collateral Management Agreements.

Post-Closing Cooperation. (a) Each Purchaser and Seller shall cooperate with each other, and shall cause their officers, employees, agents, auditors, Affiliates and representatives to cooperate with each other, for a period of 180 days after the Closing, unless otherwise stated in this Agreement, to ensure the orderly transition of the Business from Seller to Purchaser and to minimize any disruption to the Business and the other respective businesses of Seller and Purchaser that might result from the Buyer transactions contemplated hereby. For a period of three (3) years after the Closing, unless a longer period is required by law, Seller shall, and shall appoint cause its Affiliates to, cooperate with Purchaser and to grant to Purchaser and its employees, attorneys, accountants, officers, representatives and agents, during normal business hours and upon reasonable advance written notice, reasonable access to management personnel of Seller and its Affiliates and to the persons set forth on Schedule 4.2(a) books and records relating to the Acquired Assets (including the NDAs and the Product, other than supplemental NDA filings, information, and reports made pursuant to or related to the Novartis Agreements), to Seller's business as representatives to participate on each party’s transition team (each, a “Transition Team” and together, the “Transition Teams”) now conducted for the purpose Products in the Territory and to permit copying at Purchaser's expense of working with documents relating to the other party’s Transition Team Acquired Assets for the purposes of any financial reporting, accounting matters, and tax matters (including any financial and tax audits, tax contests, tax examination, preparation of any Purchaser tax returns or financial records) relating to facilitate the implementation and execution of Acquired Assets (including the transition plan attached hereto as Exhibit J (the “Transition Plan”Product) and to anticipate and resolve issues relating to the sale of Seller's Business as now conducted for the Product. During such period, the Acquired Assets and the Business by the Seller to the Buyer and the assumption of the Assumed Liabilities by the Buyer from the Seller. Schedule 4.2(a) shall also set forth each of the Buyer’s and the Seller’s designee as each respective Transition Team’s Lead Member (each a “Lead Member” and together, the “Lead Members”). Seller shall maintain all such records and documents in the United States as currently exists on the Closing Date and shall not terminate destroy or dispose of any such records and documents without the employment prior written consent of its Transition Team members without cause until their tasks under the Transition Plan are completed. The Seller shall take all actions reasonably necessary to timely carry out the Transition PlanPurchaser other than in accordance with Seller's record retention policy. (b) Subject to compliance with contractual obligations and applicable Law, following At any time on or after the Closing, (i) Seller shall cooperate with Purchaser in making Retained Information available, (ii) Seller shall furnish copies (the first such copy being at Seller's cost and any additional copies being at Purchaser's cost) of such Retained Information for review by Purchaser, to the extent practicable, at the reasonable request of Purchaser, and (iii) upon written notice from Purchaser of any request for Retained Information, Seller shall promptly designate appropriate contacts with respect thereto, and shall make such contacts reasonably available to Purchaser. (c) After the Closing, upon reasonable written notice, Purchaser and Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance (to the extent within the control of such party) relating to the Acquired Assets (including access to books and records) as is reasonably requested for the filing of all Tax Returns, and making of any election related to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding related to any Tax return. Seller and Purchaser shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Business. Purchaser shall retain the books and records of Seller and its Affiliates included in the Acquired Assets for a period of seven years after the Closing. After the end of such seven-year period, before disposing of such books or records, Purchaser shall give notice to such effect to Seller and shall give Seller, at Seller's cost and expense, an opportunity to remove and retain all or any part of such books or records as Seller may select. (d) Each party shall afford to reimburse the other party for reasonable out-of-pocket costs and expenses incurred in assisting the other party’s authorized accountants, counsel and other designated representatives during normal business hours in a manner so as pursuant to not this Section 4.12. Neither party shall be required by this Section 4.12 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations (a) reasonable access and duplicating rights to all Confidential Information and other information relating to or, in the Productcase of Purchaser, the Business or the Acquired Assets within the possession or control of such party and (b) reasonable access to the personnel of such party. Requests may be made under this Section 4.2 for financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, determining the proration of Taxes under Section 4.15(a), prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Documents and all other proper business purposes. Except as expressly set forth in the Transition Plan, neither party shall be entitled to receive any compensation for making information or personnel available under this Section 4.2(bBusiness). (ce) Promptly after Seller shall cause Seller's outside accounting firm, PricewaterhouseCoopers LLP, to conduct an audit of the Annual Financial Statements and to produce such other financial statements as Purchaser may reasonably determine are necessary to satisfy Purchaser's public company reporting requirements pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934, including unaudited interim financial statements for the period between July 1, 2001 through the Closing Date. Seller shall (i) cause such accounting firm to complete the audit of the Annual Financial Statements and deliver an unqualified report (including the notes associated therewith) with respect to the Annual Financial Statements, upon to Purchaser as soon as reasonably practicable, but in no event later than sixty (60) days after the Buyer’s written requestdate hereof and (ii) Seller shall cause the stub period financial statements to be delivered to Purchaser as soon as reasonably practicable, but in no event later than sixty (60) days after the date hereof. Purchaser shall reimburse to Seller will cooperate with the Buyer fees paid to PricewaterhouseCoopers LLP for the audit of the Annual Financial Statement or any other audited statements requested in connection with writing by Purchaser. Upon the reasonable request of Purchaser and at the expense of Purchaser, Seller shall provide assistance and such other financial and other information as shall be necessary or desirable to permit the preparation of unaudited any additional financial statements as of and for or information concerning the period ending on the Closing Date covering the operations of the Business as of and for the period ending on the Closing Date to enable the Buyer Acquired Assets required to comply with applicable Legal Requirements with respect to reports and filings with the U.S. Securities and Exchange Commission (the “SEC”). In preparing these financial statements the Seller will use efforts similar to those used in connection with its own audited financial statements. Such financial statements shall comply with applicable Legal Requirements including in connection with the Buyer’s acquisition of a “significant business” pursuant to Regulation S-X of the SEC. If requested by the BuyerSecurities and Exchange Commission, the Seller shall engage Ernst & Young LLP, its independent auditors, at the Buyer’s sole cost and expense, to audit the financial statements of the Business for the periods required by Regulation S-X of the SEC and to render an opinion on such financial statements. The Seller will provide, if required by the Buyers’ independent auditors, including providing customary executed management representation letters required to enable independent auditors to render an opinion on audited financial statements. The Seller such auditors. (f) Nothing in this Section 4.12 or otherwise in this Agreement or any Related Agreement shall request, and take all reasonable steps necessary to encourage, its auditors to cooperate with require the Buyer and provide all necessary consents required disclosure or access by the SEC and customary “comfort letters” in connection with securities offerings of the Buyer and with its preparation any Party of any financial statements documents or other reports pursuant information that would cause such Party to Legal Requirements. The foregoing financial statements shall be (i) derived from and in accordance with the books and records of the Seller, (ii) fairly represent the financial condition, assets and liabilities of the Business as of periods related thereto, and (iii) prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby. For the avoidance of doubt, all reasonable and documented outforfeit or waive any attorney-of-pocket costs incurred by the Seller in accordance with this Section 4.2(c) shall be the sole responsibility of the Buyerclient privilege accorded it under applicable law.

Post-Closing Cooperation. Following the Closing, the Parties agree to use Reasonable Commercial Efforts to transition the Business to the Buyer. In this regard: (a) Each Seller shall send a copy of the Seller and the Buyer shall appoint the persons set forth on Schedule 4.2(a) as representatives to participate on each party’s transition team (each, a “Transition Team” and together, the “Transition Teams”) for the purpose of working with the other party’s Transition Team to facilitate the implementation and execution of the transition plan attached hereto as Exhibit J (the “Transition Plan”) and to anticipate and resolve issues relating Transfer Letter to the sale FDA immediately following the Closing, and ▇▇▇▇▇ will send a copy of the Product, the Acquired Assets and the Business by the Seller ▇▇▇▇▇’s Acceptance Letter to the Buyer and FDA immediately following the assumption of the Assumed Liabilities by the Buyer from the Seller. Schedule 4.2(a) shall also set forth each of the Buyer’s and the Seller’s designee as each respective Transition Team’s Lead Member (each a “Lead Member” and together, the “Lead Members”). Seller shall not terminate the employment of its Transition Team members without cause until their tasks under the Transition Plan are completed. The Seller shall take all actions reasonably necessary to timely carry out the Transition Plan.Closing; (b) Subject Seller and Buyer shall cooperate to compliance with contractual obligations and applicable Law, following effect a transfer of the Closing, each party shall afford to the other party and the other party’s authorized accountants, counsel and other designated representatives during normal business hours in a manner so as to not unreasonably interfere with the conduct of business (a) reasonable access and duplicating rights to all Confidential Information and other information pharmacovigilance relating to the ProductLithobid Products on the Closing Date and in this regard, Seller agrees to forward all customer inquiries, ADEs and customer questions received by it in respect of the Business or the Acquired Assets within the possession or control of such party and (b) reasonable access Lithobid Products to the personnel call center of such party. Requests may be made under this Section 4.2 for financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, determining the proration of Taxes under Section 4.15(a), prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Documents and all other proper business purposes. Except as expressly set forth in the Transition Plan, neither party shall be entitled Buyer previously identified to receive any compensation for making information or personnel available under this Section 4.2(b).Seller; (c) Promptly after Seller and Buyer shall cooperate to effect the Closing Datetransfer, upon the at Buyer’s written requestexpense, of a copy of the Seller’s safety database with respect to the Lithobid Products to Buyer (i.e., JDS files) no later than September 30, 2014; provided that such materials shall be provided in exclusively electronic form except for documents related to the pre-2004 period that are solely available in paper form; (d) Seller will cooperate shall promptly remove the Lithobid Products from the DailyMed website following the expiration of the last to expire lot of Lithobid Products sold by Seller under Seller’s NDC code; and (e) Seller shall provide Buyer with reasonable assistance with preparing any FDA sufficiency response, including with respect to any additional information which is in the Buyer possession of Seller and requested by the FDA in connection with the preparation of unaudited financial statements as of and for Supplement. Buyer shall draft any responses to deficiencies the period ending on the Closing Date covering the operations of the Business as of and for the period ending on the Closing Date to enable the Buyer to comply with applicable Legal Requirements FDA identifies with respect to reports the Supplement, and filings Seller shall use Reasonable Commercial Efforts to provide Buyer with information it needs to prepare and file with the U.S. Securities FDA the regulatory filings required to be filed by Buyer for the manufacture, marketing and Exchange Commission distribution of the Lithobid Products, including, without limitation, the applicable PADER and NDA annual report for 2015 (the “SEC”with applicable domestic distribution data). In preparing these financial statements the Seller will use efforts similar to those used Each Party shall pay their own expenses incurred in connection with its own audited financial statements. Such financial statements shall comply with applicable Legal Requirements including in connection with obtaining acceptance by the Buyer’s acquisition of a “significant business” pursuant to Regulation S-X FDA of the SEC. If requested Supplement; however, any third party costs, fees and/or other expenses associated with obtaining acceptance by the Buyer, the Seller shall engage Ernst & Young LLP, its independent auditors, at the Buyer’s sole cost and expense, to audit the financial statements FDA of the Business for the periods required by Regulation S-X of the SEC and to render an opinion on such financial statements. The Seller will provide, if required by the Buyers’ independent auditors, customary executed representation letters required to enable independent auditors to render an opinion on audited financial statements. The Seller shall request, and take all reasonable steps necessary to encourage, its auditors to cooperate with the Buyer and provide all necessary consents required by the SEC and customary “comfort letters” in connection with securities offerings of the Buyer and with its preparation of any financial statements or other reports pursuant to Legal Requirements. The foregoing financial statements Supplement shall be (i) derived from and in accordance with the books and records of the Seller, (ii) fairly represent the financial condition, assets and liabilities of the Business as of periods related thereto, and (iii) prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby. For the avoidance of doubt, all reasonable and documented out-of-pocket costs incurred paid by the Seller in accordance with this Section 4.2(c) shall be the sole responsibility of the Buyer.