Common use of Access to Information Clause in Contracts

Access to Information. (a) Sellers agree that, until the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. (a) Sellers agree thatAfter Closing, until the earlier of the Executory Contract Designation Deadline Buyer will, and the termination of this Agreement, Purchaser shall be entitled, through will cause its Representatives to, at no cost to Buyer or otherwiseits Representatives, afford to have Seller, including its Representatives, on reasonable notice and at reasonable times, reasonable access to all books, records, files and documents related to the executive officers Business in order to permit Seller to prepare and Representatives of Sellers file its Tax Returns and to prepare for and participate in any investigation with respect thereto, to prepare for and participate in any other investigation and defend any Proceedings relating to or involving Seller or the Business for which Seller may be responsible, to discharge its obligations under this Agreement and the properties other Related Documents to which it is a party and for other facilitiesreasonable purposes and will afford Seller reasonable assistance in connection therewith. Buyer will cause such records to be maintained for not less than seven (7) years from the Closing Date and will not dispose of such records without first offering in writing to deliver them to Seller; provided, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no in the event that Buyer transfers all or a portion of the Business to any third party during such investigation period, Buyer may transfer to such third party all or examination a portion of the books, records, files and documents related thereof, provided such third party transferee expressly assumes in writing the obligations of Buyer under this Section 6.2(a). In addition, on and after the Closing Date, at Seller’s request, Buyer shall make available to Seller and its Affiliates and Representatives, on reasonable notice and at reasonable times, those employees of Buyer reasonably requested by Seller in connection with any Proceeding, including to provide testimony, to be permitted deposed, to act as witnesses and to assist counsel; provided, however, that (i) such access to such employees shall not unreasonably interfere with the extent that it wouldnormal conduct of the operations of Buyer and (ii) Seller shall reimburse Buyer for the out-of-pocket costs reasonably incurred by Buyer in making such employees available to Seller. Without limiting the application of Section 6.1(d), in Sellers’ reasonable determination, require any Seller, any Subsidiary of any all documents or information furnished by Buyer or obtained by Seller or any of their respective its Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 hereunder shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a6.1(d), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. Other than in circumstances in which indemnification is sought pursuant to Article V (in which event the provisions of such Article V shall govern) or for matters related to provision of Tax records (in which event the provisions of the Tax Matters Agreement and Employee Matters Agreement shall govern) and subject to appropriate restrictions for Privileged Information or Confidential Information: (a) Sellers agree thatAfter the Distribution Time, until and subject to compliance with the earlier terms of the Executory Contract Designation Deadline Ancillary Agreements, upon the prior written reasonable request by, and at the termination of this Agreementexpense of, Purchaser shall be entitledOmniAb for specific and identified Information: (i) that (x) relates to OmniAb or the OmniAb Business, through its Representatives or otherwiseas the case may be, to have reasonable access prior to the executive officers and Representatives Distribution Time or (y) is necessary for OmniAb to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Ligand and/or OmniAb are parties, Ligand shall provide, as soon as reasonably practicable following the receipt of Sellers and such request, appropriate copies of such Information (or the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including originals thereof if OmniAb has a reasonable need for such originals) in the Purchased Assets and Assumed Liabilities) possession or control of Sellers and their Ligand or any of its Affiliates or Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted but only to the extent that it would, such items so relate and are not already in Sellers’ reasonable determination, require any Seller, any Subsidiary the possession or control of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which caseOmniAb; provided that, to the extent any originals are delivered to OmniAb pursuant to this Agreement or the Ancillary Agreements, OmniAb shall, at its own expense, return them to Ligand within a reasonable time after the need to retain such originals has ceased; provided further that, such obligation to provide any requested Information shall terminate and be of no further force and effect on the date that is the first anniversary of the date of this Agreement; provided further that, in the event that Ligand, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Section 6.3) would violate any Law or Contract with a third party or could reasonably result in the waiver of any Privilege, Ligand shall not be obligated to provide such Information requested by PurchaserOmniAb; (ii) that (x) is required by OmniAb with regard to reasonable compliance with reporting, Sellers will use reasonable best efforts to seek an amendment disclosure, filing or appropriate waiverother requirements imposed on OmniAb (including under applicable securities laws) by a Governmental Entity having jurisdiction over OmniAb, or necessary consents(y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as may be required applicable, Ligand shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if OmniAb has a reasonable need for such originals) in the possession or control of Ligand or any of its Affiliates or Subsidiaries, but only to avoid the extent such conflict, items so relate and are not already in the possession or restructure the form control of access, so as to permit the access requested)OmniAb; provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closingthat, to the Chief Financial Officer of Parent or his designee, and following the Closing, extent any originals are delivered to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld OmniAb pursuant to this Agreement or the Ancillary Agreements, OmniAb shall, at its own expense, return them to Ligand within a reasonable time after the need to retain such originals has ceased; provided further that, in the event that Ligand, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Section 6.1(a)6.3) would violate any Law or Contract with a third party or waive any Privilege, Seller Ligand shall inform Purchaser in writing as not be obligated to the general nature of what is being withheld and the reason for withholding provide such material.Information requested by OmniAb; or (b) Any investigation After the Distribution Time, and examination contemplated by this Section 6.1 shall be subject to restrictions set forth compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, Ligand for specific and identified Information: (i) that (x) relates to matters prior to the Distribution Time or (y) is necessary for Ligand to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Ligand and/or OmniAb are parties, OmniAb shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Ligand has a reasonable need for such originals) in the possession or control of OmniAb or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Ligand; provided that, to the extent any originals are delivered to Ligand pursuant to this Agreement or the Ancillary Agreements, Ligand shall, at its own expense, return them to OmniAb within a reasonable time after the need to retain such originals has ceased; provided further that, in the event any such access or the provision of any such Information (including information requested under Section 6.24 and 6.3) would violate any Law or Contract with a third party or waive any Privilege, OmniAb shall not be obligated to provide such Information requested by Ligand. (ii) that (x) is required by Ligand with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on Ligand (including under applicable Law. Sellers shall cooperatesecurities laws) by a Governmental Entity having jurisdiction over Ligand, and shall cause their Subsidiaries and each of their respective Representatives or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to cooperatesatisfy audit, with Purchaser and its Representatives in connection with such investigation and examinationaccounting, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoingclaims, subject to Section 6.1(a)regulatory, such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers)litigation, offices, properties and Action or other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiariessimilar requirements, as applicable, OmniAb shall have provide, as soon as reasonably practicable following the right to be present at any meeting between any receipt of such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subjectappropriate copies of such Information (or the originals thereof if Ligand has a reasonable need for such originals) in the possession or control of OmniAb or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in each casethe possession or control of Ligand; provided that, to the confidentiality restrictions outlined in extent any originals are delivered to Ligand pursuant to this Section 6.1. Notwithstanding anything contained herein Agreement or the Ancillary Agreements, Ligand shall, at its own expense, return them to OmniAb within a reasonable time after the need to retain such originals has ceased. (c) Each of Ligand and OmniAb shall inform their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the contrary, Purchaser shall consult other Party’s Confidential Information or other information provided pursuant to this Article VI of their obligation to hold such information confidential in accordance with Sellers prior to conducting any environmental investigations or examinations the provisions of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertythis Agreement.

Access to Information. (a) Sellers agree that, until Between the earlier date of the Executory Contract Designation Deadline this Agreement and the termination of this AgreementClosing Date, Purchaser shall be entitledSeller will, through at reasonable times and upon reasonable notice, provide Buyer and its Representatives or otherwise, to have Representatives: (i) reasonable access to the executive officers and Representatives of Sellers and the properties their respective managerial personnel, to all books, records, plans, equipment, offices and other facilities, businesses, books, Contracts, personnel, records facilities and operations (including properties constituting part of the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material.Assets; (bii) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional historical financial and operating data and other information with respect to the Assets as Purchaser Buyer may from time to time reasonably request, subjectto the extent reasonably available; (iii) upon request, in a copy of each casematerial report, schedule or other document, if any, filed by Seller with respect to the Assets with the SEC, FERC, ACC, ADEQ or any other Governmental Authority; (iv) access to all Assets for Inspection by Buyer and its Representatives at reasonable times during regular business hours scheduled for such Inspections, and shall provide qualified management, engineering, operations and maintenance and other personnel to make presentations as required, to escort such Persons and to assist in all aspects of conducting the confidentiality restrictions outlined Inspections, provided that each of Buyer and Seller shall bear their own costs of participating in the Inspections; and (v) access to all such other information in the possession or control of Seller as shall be reasonably necessary to enable Buyer or its Representatives to verify the accuracy of the representations and warranties of Seller contained in this Agreement; provided, however, that any such Inspections shall be conducted in such a manner as not to interfere unreasonably with the operation of the Assets. In the event that Seller's provision of information under this Section 6.2 would (A) constitute a waiver of any legal privilege, including the attorney-client privilege or work product privilege, or (B) violate any legal or contractual obligation of Seller to a third party, then Seller shall first notify Buyer with respect to the existence and general nature of the restricted information. If the restricted information relates to the Assets, the Parties shall thereupon mutually agree upon a reasonable procedure in order to provide Buyer with access to the information while protecting the legitimate interests of Seller thereto. The mutually agreed procedure may include, without limitation, a limited waiver by Seller of the relevant privilege, Buyer's agreement to maintain the information in strict confidence, limited review or inspection of the information by specified individuals, or any combination of the foregoing. Notwithstanding anything in this Section 6.1. Notwithstanding anything contained herein 6.2(a) to the contrary, Purchaser with respect to employee records Seller will only furnish or provide such access to Transferred Employee Records and will not furnish or provide access to other employee personnel records or medical information unless required by law or specifically authorized by the affected employee. (b) The Parties shall consult cooperate to schedule Buyer's Inspections of the Assets so that, to the extent reasonably feasible, any interference with Sellers the operation of the Business is minimized, and Buyer may complete its Inspections of the Assets within ninety (90) working days of commencement of Inspections and within six (6) months after the execution of this Agreement. (c) Until the conclusion of Buyer's next rate case for the Business (or such longer period as may be required by applicable law), each Party and its Representatives shall have reasonable access to all of the books and records relating to the Assets and the Business (for the Seller, only to the extent relating to periods prior to conducting any environmental investigations the Closing Date), including all Transferred Employee Records in the possession of Buyer or examinations Seller to the extent that such access may reasonably be required in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the operation of the Assets. Such access shall be afforded by the Party in possession of any nature, including Phase I such books and Phase II site assessments records upon receipt of reasonable advance notice and during normal business hours. The Party exercising this right of access shall be solely responsible for any environmental sampling in respect costs or expenses incurred by it or the holder of the Transferred Real Propertyinformation with respect to such access pursuant to this Section 6.2(c). If the Party in possession of such books and records shall desire to dispose of any books and records upon or prior to the expiration of such above-stated period (or any such longer period), such Party shall, prior to such disposition, give the other Party a reasonable opportunity, at the latter's expense, to segregate and remove such books and records as it may select. (d) Buyer agrees that, prior to the Closing Date, neither it nor its Representatives will contact any vendors, suppliers, employees, or other contracting parties of Seller or its Affiliates with respect to any aspect of the Assets or the transactions contemplated hereby, without the prior written consent of Seller, which consent shall not be unreasonably withheld.

Access to Information. (a) Sellers agree Seller agrees that, until prior to the earlier of the Executory Contract Designation Deadline and the termination of this AgreementClosing Date, Purchaser shall be entitled, through its Representatives or otherwiseofficers, employees and representatives (including, without limitation, its legal advisors and accountants), to have reasonable access to make such investigation of the executive officers and Representatives of Sellers and the properties and other facilitiesproperties, businesses, books, Contracts, personnel, records businesses and operations (including of the Business and such examination of the books and records of the Business, the Purchased Assets and the Assumed Liabilities) Liabilities as it reasonably requests and to make extracts and copies of Sellers such books and records. Any such investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances and shall be subject to restrictions under applicable Law. Seller shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Seller and its applicable Affiliates to cooperate with Purchaser and Purchaser’s representatives in connection with such investigation and examination, and Purchaser and its representatives shall cooperate with Seller and its representatives and shall use their Subsidiariesreasonable efforts to minimize any disruption to the Business. Prior to performing any inspection or test, including access Purchaser must deliver a certificate of insurance to systemsSeller evidencing that Purchaser and its contractors, dataagents and representatives have in place and will maintain during the term of this Agreement commercial general liability insurance acceptable to Seller covering any accident arising in connection with the presence of Purchaser, databases for benefit plan administration; provided howeverits contractors, that agents and representatives on Seller Properties, which insurance shall name as additional insured thereunder Seller and such other parties holding insurable interests as Seller may designate. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, would require any Seller, any Subsidiary of any Seller or any of their respective Representatives its applicable Affiliates to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement obligations to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, its applicable Affiliates is bound. Notwithstanding anything to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directedcontrary contained herein, prior to the Closing, without the prior written consent of Seller, which may be withheld for any reason, Purchaser shall not contact any suppliers to, or customers of, Seller. Purchaser must obtain Seller’s prior written consent (which consent will not be unreasonably withheld or delayed) prior to performing any invasive or intrusive testing of the Chief Financial Officer Owned Properties (including, without limitation, collection of Parent air, soil, groundwater, or his designeebuilding material samples or soil cores or any test designed to identify the presence of Hazardous Material), and following any such invasive testing, Purchaser shall restore the Closing, Owned Properties as nearly as reasonably practicable to the Chief Restructuring Officer of Parent or his or her designeecondition that existed prior to such testing. If any material is withheld pursuant Purchaser hereby agrees to this Section 6.1(a)indemnify, Seller shall inform Purchaser in writing as to the general nature of what is being withheld defend and the reason for withholding such material. (b) Any investigation hold Seller, its partners, shareholders, members, managers, owners and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers affiliates and their respective Subsidiaries identified by such executive officers), officesmanagers, properties directors, employees, agents and other facilitiesrepresentatives harmless from and against any and all liens, claims, causes of action, damages, liabilities and books, Contracts and records expenses (including any document retention policies of Sellersreasonable attorneys’ fees) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative arising out of Purchaser, whether such meeting is in person, telephonic ’s inspections or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in tests permitted under this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertyAgreement.

Access to Information. (a) Sellers agree thatGST and Seller shall cause the Company to afford to Buyer and, until on a need to know basis, its accountants, counsel, financial advisors and other representatives (the earlier of "Buyer Representatives") full access during normal business hours throughout the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access period prior to the executive officers and Representatives Closing Date to all of Sellers and the properties and other facilities, businessesits properties, books, Contractscontracts, personnelcommitments and records (including, records but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule and operations other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (including ii) such other information concerning the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administrationCompany's business as Buyer shall reasonably request; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller 4.1 shall inform Purchaser in writing as amend or modify any representations or warranties made herein or the conditions to the general nature obligations of what is being withheld the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the reason for withholding Buyer Representatives to treat, all such materialmaterials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement"). (b) Any investigation Buyer shall afford GST and examination Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 6.1 4.1 shall be subject amend or modify any representations or warranties made herein or the conditions to restrictions set forth in Section 6.24 the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and under applicable Law. Sellers GST shall cooperatetreat, and shall cause their Subsidiaries the Seller Representative to treat, all such materials and each of their respective Representatives to cooperate, with Purchaser and its Representatives information in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere accordance with the business of Sellers terms and their Subsidiaries. Without limiting the generality conditions of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertyNon-Disclosure Agreement.

Access to Information. From the date hereof until the earlier to occur of the Closing and termination of this Agreement pursuant to Article IX, Seller shall (a) Sellers agree thatafford Buyer and its Representatives reasonable access during normal business hours, until upon reasonable advance notice, to and the earlier right to inspect all of the Executory Contract Designation Deadline and the termination of this Agreementproperties, Purchaser shall be entitledassets, through its Representatives or otherwisepremises, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted in each case to the extent that it wouldthey relate to the Purchased Assets, in Sellers’ reasonable determinationbooks and records, require any SellerAssumed Contracts and other documents and data Related to the Business; (b) promptly furnish Buyer and its Representatives with such financial, any Subsidiary of any Seller operating and other data and information Related to the Business as Buyer or any of their respective its Representatives may reasonably request; and (c) instruct the Representatives of Seller to disclose information subject to attorney-client privilege or cooperate with Buyer in conflict with any confidentiality agreement to which any Sellerits investigation of the Purchased Assets, any Subsidiary including Buyer conducting a physical inventory of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, Inventory prior to the Closing; provided, however, that Seller may restrict or otherwise prohibit access to any documents or information to the Chief Financial Officer extent (i) required by any Governmental Order or Law to which Seller is subject, (ii) it would be reasonably likely to result in Seller waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information, or (iii) access to an Assumed Contract in effect as of Parent the date of this Agreement to which Seller is a party or his designeeotherwise bound would violate or cause a default pursuant to, and following or give a Third Party the Closingright to terminate or accelerate the rights pursuant to, such Contract (it being understood that Seller shall use commercially reasonable efforts to the Chief Restructuring Officer of Parent or his or her designeeeither eliminate any such impediments to providing such information and/or to provide reasonable alternatives to such restricted information). If ▇▇▇▇▇ agrees that any material is withheld such access pursuant to this Section 6.1(a), Seller 6.03 shall inform Purchaser be conducted in writing such a manner as not to interfere unreasonably with the normal operations of the Business. Any access to the general nature properties (including systems) of what is being withheld Seller will be subject to Seller’s reasonable security measures and insurance requirements and will not include the reason for withholding such material. (b) Any right to perform invasive testing. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Buyer, its Affiliates or any of its or their Representatives in connection with any investigation and examination conducted pursuant to the access contemplated by this Section 6.1 shall 6.03. All requests for access pursuant to this Section 6.03 must be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, directed to the confidentiality restrictions outlined Seller’s Chief Executive Officer, or another person designated in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertywriting by Seller.

Access to Information. Between the date of this Agreement and the Closing Date, the Sellers shall, and shall cause their Affiliates (ato the extent reasonably required) to, upon reasonable request by the Buyer, provide the Buyer, the Buyer’s lenders and their respective employees, counsel, accountants and other representatives and advisors (collectively, the “Representatives”) full access, during normal business hours on reasonable notice (and at such other times as Buyer reasonably requests) and under reasonable circumstances, to any and all premises, properties, Contracts, commitments, books and records and other information exclusively of or relating exclusively to the Stock or the Companies (the “Company Subject Matter”); provided, however, that the Sellers agree thatshall use their respective commercially reasonable efforts to provide to the Buyer and its lenders any such information that does not relate exclusively to the Company Subject Matter to the extent such information can be segregated without undue effort from information relating to the Sellers or their Affiliates and that is not otherwise confidential or of a competitive nature; provided, until further, that such access may be limited to the earlier location at which the relevant information is normally maintained, shall not unreasonably interfere with the operations of the Executory Contract Designation Deadline Companies or their Affiliates, and shall be limited to the termination extent reasonably determined to be required by the applicable law. In furtherance of the foregoing but subject to the limitations of this AgreementSection 9.3, Purchaser the Sellers shall, and shall be entitledcause each Company’s Subsidiaries to, through its permit the Buyer, the Buyer’s lenders and their respective Representatives or otherwise, to have reasonable access to the executive officers and Representatives Real Property to perform, at the Buyer’s expense, any environmental testing that the Buyer reasonably deems appropriate, including, without limitation, a Phase I environmental site assessment of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access any such property pursuant to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted ASTM Standard E 1527-05. Prior to the extent that it wouldClosing Date, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or neither the Buyer nor any of their respective its Representatives shall contact or make inquiries to disclose information subject to attorney-client privilege or any governmental agencies (other than as contemplated by Articles VII and VIII hereof) in conflict connection with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination transactions contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each Agreement without the prior written consent of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertySeller.

Access to Information. (a) Sellers agree thatSeller shall afford Purchaser and its accountants, until the earlier of the Executory Contract Designation Deadline counsel and the termination of this Agreementother representatives (including potential financing sources), Purchaser shall be entitledreasonable access, through its Representatives or otherwiseduring normal business hours, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businessesproperties, books, Contracts, personnel, records and operations (including the Purchased Assets personnel of Seller and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require its Subsidiaries at any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, time prior to the ClosingClosing in order to enable Purchaser obtain all information concerning the business, to assets and properties, results of operations and personnel of Seller and its Subsidiaries as Purchaser may reasonably request. No information or knowledge obtained in the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld foregoing investigation by Purchaser pursuant to this Section 6.1(a), Seller 6.3 shall inform Purchaser in writing as affect or be deemed to modify any representation or warranty contained herein or the conditions to the general nature obligations of what is being withheld Seller and Purchaser to consummate the reason for withholding such materialtransactions contemplated hereby. (b) Any investigation and examination contemplated by this Section 6.1 Seller shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateprovide, and shall cause their its Subsidiaries and each of its and their respective Representatives officers and employees to cooperateprovide, with Purchaser and its Representatives all necessary cooperation in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality arrangement of the foregoingFinancing and related matters, subject including, without limitation, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of Seller with respect to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiariessolvency matters, as applicablemay be requested by Purchaser, provided, however, that such letters, agreements or documents expressly provide that, from and after consummation of the transactions contemplated by this Agreement, Seller shall have no Liability thereunder and the right other parties thereto shall look solely to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyany obligations of Seller thereunder.

Access to Information. (a) Sellers agree that, until Prior to the earlier of the Executory Contract Designation Deadline and the termination of this AgreementClosing Date, Purchaser shall will be entitled, through its Representatives or otherwiseofficers, employees, consultants and representatives (including, without limitation, its legal advisors and accountants), to have reasonable access to make such investigation of the executive officers and Representatives of Sellers and the properties and other facilitiesproperties, businesses, books, Contracts, personnel, records businesses and operations (including of the Business and such examination of the books and records of the Business, the Purchased Assets and the Assumed Liabilities) Liabilities as it reasonably requests and to make extracts and copies of Sellers such books and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no records. Any such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall will be conducted upon reasonable advance notice and under reasonable circumstances and will be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, will direct and shall use their best efforts to cause their Subsidiaries respective officers, employees, consultants, agents, accountants, attorneys and each of their respective Representatives other representatives to cooperate, cooperate with Purchaser and its Representatives Purchaser’s representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere representatives will cooperate with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1representatives. Notwithstanding anything contained herein to the contrary, no such investigation or examination will be permitted to the extent that it would require Sellers to disclose information that is competitively sensitive or subject to attorney-client privilege. No investigation by Purchaser shall consult with Sellers prior to conducting or after the date of this Agreement will affect or be deemed to modify any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyrepresentations, warranties, covenants or agreements of Sellers contained in this Agreement. Sellers will promptly deliver to Purchaser all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed in any other judicial or administrative proceeding related to the Business, the Purchased Assets and the transactions contemplated by this Agreement as Purchaser may reasonably request.

Access to Information. Except as may be deemed appropriate to ensure compliance with any Applicable Laws (including, without limitation, any requirements with respect to security clearances) and subject to any applicable privileges (including, without limitation, the attorney-client privilege), from the date of this Agreement until the Closing Date, LM will, and will cause each Subsidiary of LM to: (a) Sellers agree that, until the earlier of the Executory Contract Designation Deadline give GE and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers offices, properties, books and Representatives records of Sellers LM and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted Subsidiary relating to the extent that it wouldCompany, in Sellers’ the Businesses, the Transferred Assets or the Assumed Liabilities during normal business hours and upon reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material.notice; (b) Any furnish to GE and its Representatives such financial and operating data and other information relating to the Company and the Businesses, as GE may reasonably request; (c) instruct its employees and Representatives to cooperate with GE in its investigation of the Company, the Businesses, the Transferred Assets and examination contemplated by this Section 6.1 shall be subject the Assumed Liabilities (including, in each case, any investigation of the accuracy and completeness of the representations made in the Officers' Certificates referred to restrictions set forth in Section 6.24 8.02(d)(i) and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives other matters reasonably related to cooperate, with Purchaser the Tax consequences of the Contemplated Transactions); and (d) assist GE and its Representatives in connection with such conducting an investigation of the materials and examinationdesigns utilized for or the workmanship related to any product or spare part (other than a CF6 Product or a Nacelle Major Component) manufactured, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with assembled, sold, distributed, overhauled, repaired or retrofitted by the business of Sellers and their SubsidiariesThrust Reverser Business. Without limiting the generality of the foregoing, subject to the limitations set forth in the first sentence of this Section 6.1(a)5.02, (i) LM shall use its best efforts (which best efforts undertaking, if requested by the Company, shall continue after the Closing Date) to enable GE and its Representatives to conduct at GE's own expense business and financial reviews, investigations, and studies as to the integration of the Business and the GE businesses, including any Tax, operating or other efficiencies which may be achieved through the segregation or consolidation of various components of such investigation businesses and examination (ii) subject to the limitations set forth in the first sentence of this Section 5.02, from the date of this Agreement to the Closing Date, LM shall include reasonable give GE and its Representatives access to Sellers’ executive officers (and employees information relating to the Businesses of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilitiesthe type, and bookswith the same level of detail, Contracts and records (including any document retention policies as in the ordinary course of Sellers) and business is made available to the general managers of the Businesses. Notwithstanding the foregoing, GE will not have access to accountants personnel records of Sellers and each LM or any Subsidiary of their respective Subsidiaries (provided that Sellers and each of their respective SubsidiariesLM relating to individual performance or evaluation records, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser medical histories or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, which in each case, to LM's good faith opinion is sensitive or the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting disclosure of which could subject LM or any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertyTransferor Subsidiaries to risk of liability.

Access to Information. Seller shall, and shall cause the Company to, afford to Buyer’s officers, directors, employees, accountants, counsel, consultants, advisors and agents (a“Representatives”) Sellers agree thatfree and full access to and the right to inspect, until the earlier during normal business hours, all of the Executory Contract Designation Deadline Real Property, properties, Assets, records, Contracts and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access other documents related to the executive officers Company and Representatives shall permit them to consult with the officers, employees, accountants, counsel and agents for the purpose of Sellers making such investigation of the Company as Buyer shall desire to make. Seller shall furnish to Buyer all such documents and the properties copies of documents and other facilities, businesses, books, Contracts, personnel, records and operations (including information with respect to the Purchased Assets Company and Assumed Liabilities) copies of Sellers and their Subsidiariesany working papers relating thereto as Buyer may request, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted all to the extent the foregoing items are within the possession or control of Seller or the Company. Without limiting the foregoing, Seller shall permit Buyer and its Representatives to conduct environmental due diligence, investigations and examinations of the Company and the Real Property, including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater or surface or subsurface soils, provided that it would, in Sellers’ (i) Buyer must give Seller and Manager reasonable determination, require any Seller, any Subsidiary prior telephone or written notice of any and all inspections or tests, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent (which consent will not be unreasonably withheld or conditioned), and (ii) Buyer shall not interfere with the operations of the Tenant Parties. Buyer shall bear the cost of all inspections or tests and shall indemnify and hold Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Sellerand the Company harmless from and against all claims, any Subsidiary of any Seller or any of their respective Representatives are bound (in which casedamages, injuries, accidents, losses and expenses relating to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form activities of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, Buyer and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld its Representatives pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material6.3. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. Seller will, at reasonable times and upon reasonable notice: (ai) Sellers agree thatgive Buyer and its representatives reasonable access, until the earlier of the Executory Contract Designation Deadline during normal business hours and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwiseupon reasonable notice, to have reasonable access Seller's managerial personnel and to all books, records, plans, equipment, offices and other facilities and properties constituting the assets subject to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, Option in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as order to permit the access requested)Buyer to make such reasonable Inspections thereof as Buyer may request; provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (bii) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection furnish Buyer with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information with respect to the assets subject to the Option as Purchaser Buyer may from time to time reasonably request, subjectand permit Buyer to make such reasonable Inspections thereof as Buyer may request; (iii) furnish Buyer a copy of each material report, in each case, schedule or other document filed by Seller or any of its Affiliates with respect to the confidentiality restrictions outlined assets subject to the Option, this Agreement and the transactions contemplated hereby with any state or federal court, administrative agency, commission or other Governmental Authority, including, without limitation, the SEC, FERC, New York Public Service Commission or New York Independent System Operator; and (iv) furnish Buyer with all such other information as shall be reasonably necessary to enable Buyer to verify the accuracy of the representations and warranties of Seller contained in this Section 6.1. Notwithstanding anything contained herein Agreement; provided, however, that (x) any such Inspections and investigations shall be conducted in such a manner consistent with Seller's safety requirements and so as not to interfere unreasonably with the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect operation of the Transferred Real Propertysubject assets, (y) Seller shall not be required to take any action which would constitute a waiver of the attorney-client privilege, and (z) Seller need not supply Buyer with any information which Seller is under a legal or contractual obligation not to supply.

Access to Information. (a) Sellers agree that, until the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access Prior to the executive officers Closing Date and Representatives upon reasonable notice from Buyer, Sellers (i) shall give Buyer and its authorized representatives and representatives of Sellers and the properties and other facilitiesits financing sources reasonable access, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to such limitations or procedures as may be necessary to protect the attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which casethe work product doctrine, to all offices, warehouses, plants, stores and other facilities relating to the extent requested by PurchaserBusiness or the Assets and to all books and records of the Business, Sellers (ii) will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, Buyer and all such requests for access persons to the executive make such inspections as they may reasonably request at reasonable times and (iii) will cause its officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, furnish Buyer and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding all such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection persons with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information with respect to the Assets and the Business as Purchaser they may from time to time reasonably request. (b) Buyer shall hold and shall cause its employees, subjectagents and other representatives to hold in strict confidence all documents and information concerning the Business to the extent and in accordance with the terms and conditions of the Confidentiality Agreement dated April 23, 1996, between Buyer and T&C; provided, however, that Sellers acknowledge that Buyer may disclose certain information regarding the Business, this Agreement and the transactions contemplated hereby to Buyer's lenders or in connection with the public or private offering of Buyer's securities to the extent required by federal and state securities laws, in each either case, in connection with Buyer's financing of the transactions contemplated by this Agreement and the provision of a line of credit to Buyer from its lenders. (c) For a period of at least six (6) years following the Closing Date, Buyer shall retain, at Buyer's sole expense, the books, records and other data of the Business transferred pursuant to Section 1.1(a). During such period, Buyer shall afford to Sellers, their counsel and accountants, during normal business hours, reasonable access to such books, records and other data. Following the expiration of such six-year period, Buyer may dispose of any such books, records and other data; provided, however, that before disposing of any such materials it shall first notify T&C and permit T&C, at its sole expense, to remove such materials. (d) Buyer shall, at the request of any Seller, (i) provide reasonable assistance in the collection of information or documents and (ii) make Buyer's employees available when reasonably requested by Sellers in connection with claims or actions brought by or against third parties based upon events or circumstances concerning Excluded Liabilities. After the Closing Date, Buyer agrees to make available to Sellers for inspection and copying at Sellers' expense, at reasonable times upon request therefor, any records and documents relating to the confidentiality restrictions outlined Business and the Assets which, at the time of such request, are in this Section 6.1Buyer's possession or control. Notwithstanding anything contained herein In addition, Buyer agrees to make available to Sellers such financial data and other information relating to the contraryBusiness and the Assets, Purchaser and will make available such employees of the Business employed by Buyer, as Seller shall consult from time to time reasonably request to permit Seller to prepare any Tax Returns and in connection with Sellers any governmental examination of Tax Returns relating to the Business or the Assets for the periods prior to conducting the Closing Date. Buyer's reasonable expenses in connection therewith shall be reimbursed by Sellers. (e) After the Closing Date, Sellers agree to make available to Buyer for inspection and copying at Buyer's expense, at reasonable times upon request therefor, any environmental investigations records and documents relating to the Business and the Assets retained by Sellers which, at the time of such request, are in any Seller's possession or examinations control. In addition, Sellers agree to provide reasonable assistance in the collection of information or documents and make available to Buyer any naturefinancial data and other information retained by any Seller relating to the Business and the Assets, including Phase I and Phase II site assessments and any environmental sampling in respect will make available such former employees of the Transferred Real PropertyBusiness that at the time shall be employed by any Seller, as Buyer shall from time to time reasonably request, in connection with claims or actions brought by or against third parties based on events or circumstances concerning the Assets or the Business or the Assumed Liabilities and to permit Buyer to prepare any Tax Returns and in connection with any governmental examination of Tax Returns relating to the Business or the Assets for periods from and after the Closing Date. Sellers' reasonable expenses in connection therewith shall be reimbursed by Buyer. (f) Prior to the Closing, Sellers agree to make their respective Employees available for reasonable periods of time in order to assist Buyer in its efforts to obtain the financing for the purchase of the Assets; provided, however, that the assistance provided by such Employees in Buyer's financing efforts shall not unduly interfere with the normal duties and responsibilities of such Employees to operate the business of Sellers.

Access to Information. (a) Sellers agree that, From the date hereof until the earlier of (x) the Executory Contract Designation Deadline Closing and the (y) any termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld Agreement pursuant to this Section 6.1(a)7.1, upon reasonable notice, Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateshall, and shall cause their Subsidiaries and each of their respective Representatives its officers, directors, employees, auditors and agents to cooperate(i) afford the officers, with employees and representatives of Purchaser reasonable access, during normal business hours, to the offices, plants, warehouses, properties, Contracts, Tax Returns, books and its Representatives in connection with such investigation records of Seller and examinationthe employees of Seller set forth on Schedule 4.3(1), and each (ii) furnish to the officers, employees and representatives of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information regarding the operations of Seller as are then in existence and as Purchaser may from time to time reasonably request; provided, subjecthowever, that such investigations shall not (i) unreasonably interfere with the operations of Seller or any of their Affiliates or (ii) include any rights to perform or conduct any Phase II environmental or other physically destructive testing or investigations without the prior written consent of Seller (which consent Seller shall have the right to withhold or condition in each caseits sole and absolute discretion). All information provided pursuant to this Section 4.3 shall be governed by the terms of the confidentiality agreement in place between Seller and Purchaser and all discussions by Purchaser or its representatives with any employees of Seller shall be coordinated only through Seller’s senior management and such senior management having the right but not the obligation to participate in or monitor such discussions; provided, however, Purchaser and its representatives shall have the right to meet privately with any employees and other independent contractors of Seller set forth on Schedule 4.3(2) without Seller’s senior management or other representatives participating in such meetings to the confidentiality restrictions outlined extent the substance of such meetings will be limited to discussions of and negotiations about such individual’s future employment, professional goals, role in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect future of the Transferred Real PropertyBusiness and future developments of the Business.

Access to Information. (a) Sellers agree thatSubject to Section 5.7(b), from the date hereof until the earlier of the Executory Contract Designation Deadline Closing Date, Seller and the termination of this AgreementCompany shall (i) give Parent and Buyer, Purchaser shall be entitledtheir respective counsel, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties auditors and other facilitiesauthorized representatives reasonable access, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which caseduring normal business hours, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, books and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality records of the foregoing, subject to Section 6.1(a), Company and such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information relating to the Company as Purchaser such Persons may from time to time reasonably request, subjectand (ii) instruct the employees of Seller to cooperate with Parent and Buyer in their investigation of the Company. No investigation by Parent or other information received by Parent shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller hereunder. (b) During the period commencing from the date hereof until the Closing Date, upon request to Seller, Buyer shall have the right during a period of fourteen (14) consecutive days mutually agreed to with Seller to inspect Seller’s Assigned Technology files on a computer supplied by Seller at a location specified by Seller during normal business hours in each caseorder to confirm that the materials contained in such files are included in the exhibits of the Contribution Agreement setting forth the Assigned Technology; provided that Buyer shall have no right to make, request or take copies of such materials; nor shall Buyer have the right to take notes regarding such materials; provided that Buyer shall have the confidentiality restrictions outlined right to take notes solely for the purpose of assisting it to confirm that the materials contained in this Section 6.1. Notwithstanding anything contained herein to such files are included in the contrary, Purchaser shall consult exhibits of the Contribution Agreement setting forth the Assigned Technology so long as Buyer provides Seller with Sellers a copy of any such notes prior to conducting any environmental investigations or examinations leaving the location of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyits review.

Access to Information. (a) Sellers agree thatAfter Closing, until the earlier of the Executory Contract Designation Deadline Buyer will, and the termination of this Agreement, Purchaser shall be entitled, through will cause its Representatives or otherwiseto, afford to have Seller, including its Representatives, at Seller's expense, reasonable access to all books, records, files and documents related to the executive officers Business to the extent necessary to permit Seller to prepare and Representatives of Sellers file its tax returns and to prepare for and participate in any investigation with respect thereto, to prepare for and participate in any other investigation and defend any Proceedings relating to or involving Seller or the Business for which Seller may be responsible, to discharge its obligations under this Agreement and the properties other Related Documents to which its is a party and for other facilitiesreasonable purposes and will afford Seller reasonable assistance in connection therewith. Buyer will cause such records to be maintained for not less than seven years from the Closing Date and will not dispose of such records without first offering in writing to deliver them to Seller; provided, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no in the event that Buyer transfers all or a portion of the Business to any third party during such investigation period, Buyer may transfer to such third party all or examination a portion of the books, records, files and documents related thereof, provided such third party transferee expressly assumes in writing the obligations of Buyer under this Section 6.2(b). In addition, after the Closing Date, at Seller's request, Buyer shall be permitted make available to the extent that it wouldSeller and its Affiliates, in Sellers’ reasonable determinationemployees, require any Sellerrepresentatives and agents, any Subsidiary those employees of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent Buyer requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with any Proceeding, including to provide testimony, to be deposed, to act as witnesses and to assist counsel; provided, however, that (x) such investigation and examination, and each of Purchaser and its Representatives access to such employees shall use their reasonable best efforts to not materially unreasonably interfere with the business of Sellers and their Subsidiaries. Without limiting the generality normal conduct of the foregoing, subject operations of Buyer and (y) Seller shall reimburse Buyer for the allocated time charges of such employees and the out-of-pocket costs reasonably incurred by Buyer in making such employees available to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertySeller.

Access to Information. (a) Sellers agree that6.5.1 Subject to Section 6.4, until the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examinationCompany shall, and each Member shall cause the Company to, cause its Representatives to afford the Representatives of Purchaser Buyer reasonable access during normal business hours to the officers, managers, employees, agents, properties, offices and other facilities of the Company and its Representatives shall use their reasonable best efforts books and records, and furnish Buyer with such financial, operating and other data and information with respect to not materially interfere with the business of Sellers and their SubsidiariesCompany as Buyer may reasonably request. Without limiting the generality of the foregoing, subject the Company shall, and each Member shall cause the Company to, cooperate with Buyer in the preparation, review and audit of financial statements and other financial information regarding the Company that may be required to Section 6.1(a), such investigation be included in the financial reports and examination other public disclosures of Buyer pursuant to Regulations S-X and S-K promulgated under the Securities Act and the Exchange Act in connection with the transactions contemplated hereby. Such cooperation shall include the execution and delivery of a customary representation letter to the accounting firm responsible for reviewing and auditing such financial statements. In exercising its rights hereunder, Buyer shall conduct itself so as not to unreasonably interfere in the conduct of the business of the Company prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and/or its Representatives with officers, managers, employees, customers or agents of the Company hereunder shall be arranged and supervised by Representatives of the Company, unless the Company otherwise expressly consents with respect to any specific contact. 6.5.2 After the Closing and for a period of six (6) years, upon reasonable access written notice, Buyer shall furnish or cause to Sellers’ executive officers (and employees of Sellers be furnished to the Members and their respective Subsidiaries identified by such executive officers)Representatives reasonable access, offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each caseduring normal business hours, to such information and assistance relating to the confidentiality restrictions outlined Company as is necessary for the defense of any actions, suits or other proceedings. The applicable Member shall promptly reimburse Buyer and the Company for any reasonable out-of-pocket costs and expenses incurred by any of them in assisting such Member pursuant to this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property6.5.2.

Access to Information. (a) Sellers agree thatSubject to applicable Laws, from the date of this Agreement until the earlier of the Executory Contract Designation Deadline Closing, Seller will, and the termination of this Agreementwill cause its Subsidiaries to, Purchaser shall be entitled, through give Buyer and its Representatives or otherwise, to have reasonable access to (i) all of the executive officers Acquired FH Assets and Representatives FH Assets and assets of Sellers the Transferred FH Companies and their Closing Subsidiaries, Real Property, the properties Transferred FH Books and Records and to such personnel, offices and other facilities, businesses, books, Contracts, personnel, records facilities and operations (including properties of the Purchased Assets and Assumed Liabilities) of Sellers Transferred FH Companies and their Subsidiaries, including access Closing Subsidiaries and to systems, data, databases for benefit plan administrationfurnish such other information in respect of the operation of the FH Business as Buyer may reasonably request; provided howeverprovided, that no all requests for access pursuant to this Section 5.2 shall be made in writing and shall be directed to and coordinated with the Vice President, Investor Relations, Colfax Corporation, or such person or persons as he/she shall designate; provided, further, that any such access shall be conducted at a reasonable time, upon reasonable advance notice to Seller, and in such a manner as not to interfere unreasonably with the operation of any business conducted by any Transferred FH Company or its Closing Subsidiaries; provided, further, that any such access or information request shall not involve any Phase 2 environmental assessment or other invasive sampling, investigation or examination work of any kind. All such information and access shall be permitted subject to the terms and conditions of the confidentiality agreement dated May 8, 2017 between Buyer and Seller (the “Confidentiality Agreement”). Notwithstanding the foregoing, Seller and its Subsidiaries shall not be required to provide any such information (i) as and to the extent that it wouldrelates to the Excluded Businesses, in Sellers’ reasonable determinationthe Excluded Assets or the Retained Liabilities, require any Seller, any Subsidiary of any (ii) if the Seller or any of their respective Representatives its Subsidiaries believes in good faith that doing so presents a significant risk, based on advice of outside counsel of resulting in a loss of the ability to disclose information subject to attorney-client privilege successfully assert a claim of Privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any (iii) if Seller or any of their respective Representatives its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are bound adverse parties in a litigation (in which caseother than a litigation with respect to this Agreement) and such information is reasonably pertinent thereto; provided, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding that, in the notice provisions case of clause (ii) above, the parties hereto shall reasonably cooperate in Section 9.2 hereof, all seeking to find a way to allow disclosure of such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser information without resulting in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality a loss of the foregoing, subject ability to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees successfully assert a claim of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertyPrivilege.

Access to Information. Upon reasonable advance notice, the Company shall, and shall cause each of its Subsidiaries to, afford the Representatives of Parent reasonable access during normal business hours to its and its Subsidiaries’ properties, books, records, Contracts, legal counsel, financial advisors, accountants, consultants and personnel, and shall furnish, and shall cause to be furnished, as promptly as practicable to Parent, all other information concerning the Company and its Subsidiaries’ business, properties and personnel as Parent may reasonably request for purposes of diligence, integration planning and facilitating the transfer of the ownership of the Company; provided, however that (a) Sellers agree that, until the earlier of Company may (after consulting outside legal counsel) reasonably restrict the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable foregoing access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it wouldany applicable Law, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller Governmental Entity or any of their respective Representatives to disclose information subject to attorney-client privilege concerns requires it or in conflict with its Subsidiaries to restrict access to any confidentiality agreement properties or information; (b) the Company may reasonably restrict the foregoing access to the extent required by Contracts to which the Company or its respective Subsidiaries is a party; and (c) the Company uses reasonable efforts to seek consent to provide such information and access or otherwise provides such information and access in redacted form. In conducting any Seller, any Subsidiary inspection of any Seller properties of the Company and its respective Subsidiaries, Parent and its Representatives shall not (i) interfere with the business conducted at such property or (ii) damage any property or any portion thereof. Prior to the Acceptance Time, Parent and its Representatives shall not have the right to conduct environmental testing or sampling at any of the facilities or properties of the Company or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designeeits Subsidiaries. If any material is withheld All information obtained pursuant to this Section 6.1(a), Seller 6.3 shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right continue to be present at any meeting between any such accountant governed by the Confidentiality Agreement which shall remain in full force and Purchaser or Representative of Purchaser, whether such meeting is effect in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult accordance with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyits terms.

Access to Information. (a) The Sellers agree that, from the date hereof until the earlier of the Executory Contract Designation Deadline Closing Date and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwiseRepresentatives, to have make such investigation of the properties, records, businesses and operations of the Sellers and the Business, including for purposes of Purchaser’s review of the Pre-Closing Statement, and such examination of the books, records and financial condition of the Sellers and the Business as it reasonably requests in advance in writing, and that Sellers will provide reasonable access to the executive officers its respective officers, employees, consultants and Representatives agents in connection with such requests, and to make extracts and copies of Sellers such books and the properties records at Purchaser’s sole cost and other facilitiesexpense; provided, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no (a) such investigation access does not unreasonably interfere with the operation of the Sellers or examination the Businesses and shall be permitted subject to the extent that it would, in Sellers’ reasonable determinationsecurity measures and insurance requirements, require which shall be provided to Purchaser and its Representatives in advance and in writing, (b) Purchaser and its authorized agents and Representatives shall not contact or otherwise communicate with the employees, customers or suppliers of the Sellers or the Business in connection with the transactions contemplated by this Agreement unless, in each instance, approved in writing in advance by the Sellers, (c) under no circumstances shall Purchaser be entitled to conduct any Sellersampling, any Subsidiary testing or other surface or subsurface investigation of any Seller environmental media or any other building material without consent of their respective Representatives Biolase, which shall not be unreasonably withheld or delayed, and (d) nothing herein shall require the Sellers to disclose furnish to Purchaser or provide Purchaser with access to information that legal counsel for Sellers reasonably concludes is restricted by applicable Contract or Law except in strict compliance with the applicable Contract or Law, or that may be subject to attorney-client privilege privilege. No investigation by Purchaser prior to or in conflict with any confidentiality agreement to which any Seller, any Subsidiary after the date of any Seller this Agreement shall diminish or obviate any of their respective Representatives are bound (the representations, warranties, covenants or agreements of the Sellers contained in which casethis Agreement or the Ancillary Documents. The Sellers shall use reasonable efforts to promptly deliver to Purchaser such copies of all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed by the Sellers in the Bankruptcy Cases related, in material part, to the proposed sale of the Purchased Assets and otherwise cooperate with Purchaser, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or reasonably necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality Purchaser’s preparation for or participation in any part of the foregoingBankruptcy Cases in which Purchaser’s participation is necessary, subject required or reasonably appropriate. The Sellers shall promptly deliver to Section 6.1(a)Purchaser all pleadings, such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers)motions, officesnotices, properties statements, schedules, applications, reports and other facilities, and books, Contracts and records (including papers filed in any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information Action as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. (a) Sellers agree that, From the date hereof until the earlier of the Executory Contract Designation Deadline and the Closing Date or termination of this AgreementAgreement in accordance with its terms, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateHoldCo shall, and shall cause their Subsidiaries its Representatives to, (i) afford Buyer Parties and each of their respective Representatives reasonable access, during regular business hours and upon reasonable advance notice, to cooperate, with Purchaser the Business and its Representatives in connection with such investigation and examinationany Assets or interests related thereto, and each of Purchaser and its Representatives shall use their reasonable best efforts (ii) furnish, or cause to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoingbe furnished, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers Buyer Parties and their respective Subsidiaries identified by such executive officers)Representatives (including, officeswithout limitation, properties and other facilities, and books, Contracts and records (including any document retention policies of SellersBuyer Parties’ lenders) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time that is available to time reasonably request, subjectthe Companies’ Representatives with respect to the Business, in each casecase of clauses (i) and (ii), as shall be reasonably requested by any Buyer Party or their respective Representatives for the purpose of consummating the transactions contemplated by this Agreement and preparing to operate the Business and own the Assets following the Closing. Buyer Parties agree that such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the Companies. (b) Notwithstanding the foregoing, (i) all requests for access pursuant to this Section 4.1 shall be made with at least twenty-four (24) hours’ prior written notice to ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇, who shall be solely responsible for coordinating all such requests and all access permitted hereunder, (ii) any investigation of the Real Property shall be limited to visual inspections and shall not include any intrusive investigation or collection of samples of soil, groundwater, indoor air, surface water, wastewater, building materials or any other environmental media without the Companies’ prior written approval; provided, that Buyer shall, at its sole cost and expense, promptly repair any damage to the Real Property or any other property owned by a Person other than Buyer arising from or caused by any such investigation, and shall restore the Real Property and such other third party property to substantially similar condition as existed prior to such investigation, and shall indemnify, defend and hold harmless the Company and its respective Affiliates from and against any personal injury or property damage claims, Liabilities, judgments or expenses (including reasonable attorneys’ fees) incurred by any of them arising or resulting therefrom (provided, however, such indemnification and agreement to defend and hold harmless shall not apply to (a) the mere discovery a pre-existing environmental or physical condition, (b) any existing violations of law or any negligence or willful misconduct of HoldCo, its Affiliates, agents or representatives or (c) any consequential, punitive or special damages), (iii) Buyer Parties and their respective Representatives shall not contact any of the Employees, customers or vendors of the Companies, whether in person or by telephone, mail or other means of communication, in connection with the Transaction, without the specific prior authorization of ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇ and (iv) in no event shall the Companies or their respective Representatives be obligated to provide (A) any access or information in violation of any Applicable Laws, (B) any information with respect to bids, the identity of any bidder, confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein or non-disclosure agreements, letters of intent, expressions of interest or other proposals received prior to the contrarydate hereof in connection with transactions comparable to those contemplated by this Agreement or any information or analysis relating to any such communications, Purchaser shall consult with Sellers (C) any information the disclosure of which would jeopardize any applicable privilege (including the attorney-client privilege) available to the Companies or their respective Affiliates relating to such information or (D) before the Closing, any information included in the Customer Database that contains sensitive information relating to the Companies’ or its Affiliates’ (including the Casino for periods prior to conducting any environmental investigations or examinations the Closing) pricing strategies, including data relating to the value of any naturebenefits, rewards, gifts, coupons, or other player reinvestment incentives provided or offered by the Companies’ or its Affiliates (including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertyCasino for periods prior to the Closing) to the customer.

Access to Information. (a) Sellers agree that, From the date of this Agreement until the earlier of the Executory Contract Designation Deadline Closing Date, upon reasonable prior notice, and the termination of this Agreement, Purchaser shall except as determined in good faith to be entitled, through its Representatives or otherwise, appropriate to have reasonable access ensure compliance with any applicable Laws and subject to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations any applicable privileges (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any privilege) and contractual confidentiality agreement to which any Sellerobligations, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateuse, and shall cause their Subsidiaries and Affiliates to use, reasonable best efforts to cause each of their respective Representatives to cooperateto, with Purchaser and its (i) afford the Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoingBuyer reasonable access, subject during normal business hours, to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), the offices, properties and other facilitiesproperties, and books, Contracts books and records of the Business and (including any document retention policies of Sellersii) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as Purchaser the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer. (b) In addition to the provisions of Section 5.03, from and after the Closing Date, in connection with any reasonable business purpose, including the preparation of Tax Returns, addressing claims related to Excluded Liabilities, preparing financial statements, U.S. Securities and Exchange Commission reporting obligations and the determination of any matter relating to the rights or obligations of the Sellers or any of their Affiliates under this Agreement, the Business prior to the Closing or the Companion Agreements, upon reasonable prior notice and at the Sellers’ sole cost and expense, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Buyer shall and shall cause its Affiliates and Representatives to: (i) afford the Representatives of the Sellers and their Affiliates reasonable access (including the right to make, at the Sellers’ expense, photocopies), during normal business hours, to the offices, properties, books and records of the Buyer and its Affiliates and Representatives in respect of the Transferred Assets; (ii) furnish to the Representatives of the Sellers and their Affiliates such additional financial and other information regarding the Transferred Assets as is in the Buyer’s possession and control as the Sellers or their Representatives may from time to time reasonably request, subject, in each case, ; and (iii) make available to the confidentiality restrictions outlined Representatives of the Sellers and their Affiliates the employees of the Buyer and its Affiliates whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist the Sellers in connection with the Sellers’ inquiries for any of the purposes referred to above, including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the business or operations of the Buyer or any of its Affiliates; and provided, further, that the auditors and accountants of the Buyer or its Affiliates shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Buyer, the Sellers shall enter into a customary joint defense agreement with the Buyer and its Affiliates with respect to any information to be provided to the Sellers pursuant to this Section 5.02(b). No information, books, records or other documents accessed by the Sellers or their respective Affiliates or Representatives pursuant to this Section 5.02(b) shall be used for any purposes other than as expressly permitted by this Section 5.02(b). (c) Notwithstanding anything in this Section 6.1. Notwithstanding anything contained herein Agreement to the contrary, Purchaser the Sellers shall consult with Sellers not be required, prior to conducting the Closing, to disclose, or cause the disclosure of, to the Buyer or its Affiliates or Representatives (or provide access to any environmental investigations offices, properties, books or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect records of the Transferred Real PropertySellers or any of their Affiliates that could result in the disclosure to such persons or others of) any confidential information relating to trade secrets, proprietary know-how, processes or patent, trademark, trade name, service ▇▇▇▇ or copyright applications or relating to any product development or pricing and marketing plans to the extent counsel to the Sellers, after consultation with counsel to the Buyer, advises that doing so would likely be a violation of applicable antitrust Laws, nor shall the Sellers be required to permit or cause others to permit the Buyer or its Affiliates or Representatives to have access to or to copy or remove from the offices or properties of the Sellers or any of their Affiliates any documents, drawings or other materials that might reveal any such confidential information. (d) During the period from the date of this Agreement through the earlier of the Closing Date or the termination of this Agreement pursuant to Article VIII, the Sellers shall periodically deliver to the Buyer, at intervals and in a form consistent with past practice between the Sellers and the Buyer during the negotiation of the transactions contemplated by this Agreement and which will be prepared consistent with the Agreed Financial Methodology, the following financial information related to the Business (which shall be provided on an aggregate basis with respect to the entire Territory and on an individual basis with respect to each distribution center and/or territory within the Territory): (i) at the end of each month after the date hereof, monthly financial information, which shall include data with respect to volume (on a brand basis), revenue, cost of goods sold at standard, and gross margin at standard, in each case solely related to the Business; and (ii) at the end of each fiscal quarter after the date hereof, all of the data described in Section 5.02(d)(i) above together with direct operating expense data, in each case solely related to the Business for the quarter then ended (the “Interim Quarterly Data”). The Sellers shall deliver to the Buyer the data contemplated by this Section 5.02(d) promptly upon completion, but in any event no later than, (x) fifteen (15) Business Days after the end of the applicable month with respect to deliveries made pursuant to Section 5.02(d)(i), and (y) one hundred twenty (120) days after the end of the applicable fiscal quarter with respect to deliveries made pursuant to Section 5.02(d)(ii). (e) The Sellers will, and will cause their Affiliates to, cooperate with the Buyer’s completion of its due diligence by providing to the Buyer certain identified information described in Section 5.02(e) of the Disclosure Schedule. With respect to the continuing diligence of the Buyer under this Agreement that takes place between the signing of this Agreement and the Closing, the parties agree to deal with one another in good faith consistent with historical practices for addressing economic disputes. (f) If any Seller enters into any Pre-Closing Material Contracts between the date hereof and the Closing Date, the Sellers will provide the Buyer as promptly as reasonably practicable prior to the Closing with true, correct and complete copies of all such contracts or agreements. If any Seller enters into any Shared Contracts or Specified Non-Transferring Contracts between the date hereof and the Closing Date, the Sellers will provide the Buyer as promptly as reasonably practicable with true, correct and complete copies of all portions of such Shared Contracts or Specified Non-Transferring Contracts, as applicable, that relate to the Business (together with such other portions thereof as are necessary to comprehend the terms thereof that apply to the Business).

Access to Information. (a) Sellers agree that, From the date of this Agreement until the earlier of Closing Date (and, with respect to the Executory Contract Designation Deadline Acquired Stores to be transferred at each Subsequent Closing, each Subsequent Closing Date and the termination of this AgreementDistribution Center to be transferred at the Distribution Center Closing Date, Purchaser shall the Distribution Center Closing), upon reasonable prior notice, and except as determined in good faith to be entitled, through its Representatives or otherwise, appropriate to have reasonable access ensure compliance with any applicable Laws and subject to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations any applicable privileges (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any privilege) and contractual confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a)obligations, Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateshall, and shall cause their Subsidiaries its Affiliates and each of their respective Representatives to cooperate(i) afford the Representatives of Buyer reasonable access, with Purchaser during normal business hours, to the offices, properties, books and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality records of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers Acquired Stores; (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellersii) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s the Representatives of Buyer such additional financial and operating data and other information regarding the Acquired Stores as Purchaser Buyer may from time to time reasonably request; and (iii) make available to the Representatives of Buyer and its Affiliates those employees of Seller and its Affiliates whose assistance, subjectexpertise, testimony, notes and recollections or presence may be necessary to assist Buyer, its Affiliates or its or their respective Representatives in connection with its inquiries, including the presence of such persons as witnesses in hearings or trials for such purposes provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of Seller or any of its Affiliates; and provided, further, that the auditors and accountants of Seller or any of its Affiliates shall not be obliged to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by Seller, Buyer shall enter into a customary joint defense agreement with Seller with respect to any information to be provided to Buyer pursuant to this Section 5.02(a). (b) In addition to the provisions of Section 5.03, from and after the Closing Date, in each caseconnection with any reasonable business purpose, including the preparation of Tax Returns, claims relating to Excluded Liabilities, financial statements, or the determination of any matter relating to the rights or obligations of Seller or any of its Affiliates under any of the Transaction Agreements, upon reasonable prior notice, and except as determined in good faith to be necessary to (i) ensure compliance with any applicable Law, (ii) preserve any applicable privilege (including the attorney-client privilege), or (iii) comply with any contractual confidentiality obligations, Buyer shall, and shall cause its Affiliates and its Representatives to, (A) afford the Representatives of Seller and its Affiliates reasonable access, during normal business hours, to the confidentiality restrictions outlined offices, properties, books and records of Buyer and its Affiliates in respect of the Acquired Stores and the Purchased Assets (and related Liabilities), (B) furnish to the Representatives of Seller and its Affiliates such additional financial and other information regarding the Acquired Stores and the Purchased Assets (and related Liabilities) as Seller or its Representatives may from time to time reasonably request and (C) make available to the Representatives of Seller and its Affiliates those employees of Buyer and its Affiliates whose assistance, expertise, testimony, notes and recollections or presence may be necessary to assist Seller, its Affiliates or its or their respective Representatives in connection with its inquiries for any of the purposes referred to above, including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the business or operations of Buyer or any of its Affiliates; provided, further, that the auditors and accountants of Buyer or its Affiliates shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by Buyer, Seller or one of its Affiliates shall enter into a customary joint defense agreement with Buyer and its Affiliates with respect to any information to be provided to Seller pursuant to this Section 5.02(b). (c) Notwithstanding anything in this Section 6.1. Notwithstanding anything contained herein Agreement to the contrary, Purchaser no Party hereto shall consult with Sellers be required, prior to conducting the Closing, to disclose, or cause the disclosure of, to any environmental investigations other Party or examinations its Affiliates or its or their Representatives (or provide access to any offices, properties, books or records of such Party or any natureof their Affiliates that could result in the disclosure to such persons or others of) any confidential information relating to trade secrets, including Phase I proprietary know-how, processes or patent, trademark, trade name, service ▇▇▇▇ or copyright applications or product development, or pricing and Phase II site assessments and marketing plans, nor shall any environmental sampling in respect Party be required to permit or cause others to permit any other Party or its Affiliates or Representatives to have access to or to copy or remove from the offices or properties of the Transferred Real Propertysuch Party or any of its Affiliates any documents, drawings or other materials that might reveal any such confidential information.

Access to Information. (a) Sellers agree that, until the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser The Confidentiality Agreements shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to terminate on the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation After the Closing, upon reasonable written notice, to the extent permitted by the Organizational Documents of the Companies, Buyer shall furnish or cause to be furnished to Sellers and examination contemplated their Representatives access, during normal business hours, to such information, the Books and Records and assistance, in each case to the extent in Buyer’s possession or control, relating to the business of the Companies as is reasonably necessary for the preparation and filing of any Tax Return, the defense of any Tax claim or assessment or in connection with the prosecution or defense of any investigation, claim (including any insurance claims) or legal proceeding of Sellers, the Companies or any of their Affiliates or in order to enable Sellers to comply with their obligations (or confirm compliance by Buyer with its obligations) under this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable LawAgreement. Sellers shall cooperate, promptly reimburse Buyer for reasonable documented out-of-pocket costs and shall cause their Subsidiaries and each of their respective Representatives expenses incurred in assisting Sellers pursuant to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to this Section 6.1(a5.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers . (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellersc) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each caseBuyer shall, to the confidentiality restrictions outlined in extent permitted by the Organizational Documents of the Companies, preserve and keep the Books and Records for at least five years following the Closing Date or for such longer period as may be required by applicable Law. (d) Sellers agree not to disclose, or allow their Affiliates and the respective Representatives of the foregoing to disclose, to others of any Confidential Information for a period of two (2) years after the Closing Date, except that any Seller may disclose Confidential Information to its Affiliates and Representatives, provided that such Seller shall be responsible for any breach of the applicable terms of this Section 6.1. Notwithstanding anything contained herein 5.1(d) by any of its Affiliates or Representatives to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertywhich it disclosed Confidential Information.

Access to Information. (a) Sellers agree that, From the date of the Original Agreement until the earlier of the Executory Contract Designation Deadline Closing, upon reasonable notice, Sellers shall and the termination of this Agreementshall cause their respective officers, Purchaser shall be entitleddirectors, through employees, agents, representatives, accountants and counsel to (i) afford Buyer and its Representatives or otherwise, to have authorized representatives reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilitiesbooks and records of the Business, and books, Contracts and records (including any document retention policies of Sellersii) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Purchaser Buyer may from time to time reasonably request, subject, in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere with the normal operations of the Business and may be limited to the confidentiality restrictions outlined extent such access, in light of COVID-19 or COVID-19 Measures, would jeopardize the health and safety of any of their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Section 6.1Agreement. Notwithstanding anything contained herein to the contrarycontrary in this Agreement, Purchaser Sellers shall consult with Sellers not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to conducting any environmental investigations or examinations the date of any naturethe Original Agreement. Notwithstanding the foregoing, including Phase I and Phase II site assessments and any environmental sampling in respect (A) Buyer shall not have access to (x) personnel records of the Transferred Real PropertyEmployees relating to individual performance or evaluation records, medical histories or other information that in Sellers’ opinion (in their sole discretion) is sensitive or the disclosure of which could subject Sellers to risk of liability, (y) any real property owned or leased by Sellers for purposes of conducting any invasive or intrusive environmental sampling or testing or (z) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to the Business and (B) Sellers shall have the right to withhold any information relating to the sale process of the Business and information and analysis relating thereto. Buyer shall hold in confidence all information so obtained in accordance with the Confidentiality Agreement. In connection with Buyer, its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellers.

Access to Information. Upon reasonable notice, the --------------------- Company shall (aand shall cause each of its subsidiaries to) Sellers agree thatafford to officers, until employees, counsel, accountants and other authorized representatives of Acquiror ("Acquiror's Representatives") reasonable access, during normal business hours throughout the earlier period prior to the Effective Time, to its properties, books and records and, during such period, shall (and shall cause each of its subsidiaries to) furnish promptly to Acquiror's Representatives all information concerning the business, properties and personnel of the Executory Contract Designation Deadline Company and its subsidiaries as may reasonably be requested, including the opportunity to observe the full physical chain-wide inventory count of the Company and its subsidiaries to be taken in October 1996 (which inventory count shall be completed no later than October 31, 1996), provided that no investigation pursuant to this Section 6.5 shall affect or be deemed to modify any of the representations or warranties made by the Company. Acquiror agrees that it will not, and will cause Acquiror's Representatives not to, use any information obtained pursuant to this Section 6.5 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. In connection with the foregoing, the Company agrees to cause the Company's independent accountants to provide their workpapers to Acquiror upon the terms and subject to the conditions on which such workpapers have previously been provided to Acquiror. The Confidentiality Agreement, dated July 16, 1996 (the "Confidentiality Agreement"), between Acquiror and the Company shall apply with respect to the information furnished hereunder and survive any termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access subject to the executive officers terms and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions conditions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertyConfidentiality Agreement.

Access to Information. (a) Sellers agree thatEach Seller shall give Buyer and its counsel, until the earlier of the Executory Contract Designation Deadline accountants, engineers, and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have other authorized representatives reasonable access to the executive officers Assets and Representatives of Sellers to all other books, records, and documents relating to the Shares and the properties Stations for the purpose of audit and other facilitiesinspection, businesses, books, Contracts, personnel, records and will furnish or cause to be furnished to Buyer or its authorized representatives all information with respect to the affairs and business of the Stations that Buyer may reasonably request (including any financial reports and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted reports produced with respect to the extent that it wouldaffairs and business of VVI Spokane, in Sellers’ reasonable determinationVVI Tallahassee and the Stations, require any Seller, any Subsidiary a list of any Seller or any all employees of the Stations and a description of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requestedbase compensation); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a)Sellers shall give Buyer and its counsel, such investigation accountants, and examination shall include other authorized representatives reasonable access to Sellers’ executive officers (' financial records relating to the operations of the Stations and employees the Stations' employees, counsel, accountants, and other representatives for the purpose of preparing and auditing such financial statements as Buyer determines, in its reasonable judgment, are required or advisable to comply with federal or state securities laws and the rules and regulations of securities markets as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. Sellers agree to provide financial statements concerning the operations of the Stations, reviewed by Sellers' accountants, containing reasonably requested customary representations; provided, however, that the parties hereto agree that Buyer shall have no right under any circumstance to delay the Closing or terminate this Agreement on account of the information contained in any such financial statement or the inability of Sellers or their accountants in good faith to make any representation requested by Buyer. The preparation and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including auditing of any document retention policies of Sellers) and access financial statements pursuant to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser 6.8(b) shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I be at Buyer's sole cost and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyexpense.

Access to Information. (a) Sellers agree thatshall, until and shall cause the earlier of the Executory Contract Designation Deadline Acquired Companies to, during ordinary business hours and the termination of this Agreement, upon reasonable advance written notice (i) give Purchaser shall be entitled, through and its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, assets, facilities and books and records of each of the Acquired Companies and operations (including the Purchased Assets ii) permit Purchaser and Assumed Liabilities) of Sellers and their Subsidiariesits Representatives to make such reasonable inspections thereof as Purchaser may reasonably request; provided, including access to systems, data, databases for benefit plan administration; provided however, that no (A) any such investigation or examination inspection shall be permitted conducted in such a manner as not to materially interfere with the extent that it wouldoperations of the Sellers, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller the applicable Acquired Company or any other member of their respective Representatives the Seller Group, and (B) neither Sellers nor an Acquired Company shall be required to disclose information subject to take any action which would constitute or result in a waiver of its attorney-client privilege or violate any Contract or applicable Law; provided, further, that if any event set forth in conflict clauses (A) and (B) in the foregoing proviso would be reasonably likely to occur, the Sellers shall collaborate with Purchaser in good faith to make alternative arrangements to allow for such inspection in a manner that does not result in such event. Purchaser shall indemnify and hold harmless Sellers from and against any confidentiality agreement to which any SellerLosses incurred by Sellers, any Subsidiary of any Seller their Affiliates or any of its or their respective Representatives are bound (in which case, to the extent requested by Purchaserresulting from any action of Purchaser or its Representatives while present on any premises to which Purchaser is granted access hereunder. Notwithstanding anything in this Section 4.2(a) to the contrary, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for (x) Purchaser shall not have access to personnel records if such access could, in the executive officers applicable Seller’s good-faith judgment, violate applicable Law, including the Health Insurance Portability and Accountability Act of Sellers 1996, and (y) any inspection relating to environmental matters by or on behalf of Purchaser shall be directed, prior strictly limited to visual inspections and site visits commonly included in the Closing, to the Chief Financial Officer scope of Parent or his designee“Phase 1” level environmental inspections, and following Purchaser shall not have the Closingright to collect any air, to soil, surface water or ground water samples or perform any invasive or destructive air sampling on, under, at or from any of the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such materialReal Property. (b) Any investigation Unless otherwise provided in the Transition Services Agreement, each Seller shall deliver to Purchaser or an Acquired Company the books and examination contemplated by this Section 6.1 shall be records of each Acquired Company in the possession or control of such Seller or any of its Affiliates (and not in the possession of an Acquired Company) as promptly as practicable following the Closing Date (it being agreed that such Seller may retain a copy thereof, at such Seller’s sole cost and expense, subject to restrictions set forth its confidentiality obligations in accordance with Section 6.24 4.3). For a period of seven (7) years after the Closing Date, each Party and its Representatives shall have reasonable access to all of the books and records relating to the Acquired Companies in the possession of the other Parties, and to the employees of the other Parties, to the extent that such access may reasonably be required by such Party in connection with any Action and to the extent permitted under applicable Law. Sellers Such access shall cooperate, be afforded by the applicable Party upon receipt of reasonable advance notice and during normal business hours and shall cause their Subsidiaries and each of their respective Representatives be conducted in such a manner as not to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the operation of the business of Sellers and their Subsidiariesany Party or its respective Affiliates. Without limiting The Party exercising the generality right of the foregoing, subject to Section 6.1(a), access hereunder shall be solely responsible for any costs or expenses incurred by any Party in connection therewith. Each Party shall retain such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts books and records for a period of seven (including any document retention policies of Sellers7) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have years from the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertyClosing Date.

Access to Information. (a) Sellers agree that, until the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have use commercially reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directedto, prior to the Closing, provide to the Chief Financial Officer of Parent or his designeePurchaser, through its officers, employees and representatives (including their respective legal Advisors and accountants), reasonable access, during normal business hours, and following the Closingupon reasonable advance written request, to the Chief Restructuring Officer books and records, including work papers, schedules, memoranda, Tax Returns, Tax schedules, Tax rulings, and other documents (for the purpose of Parent examining and copying) relating to the Acquired Assets, the Acquired Businesses, the Excluded Assets, the Assumed Liabilities or his the Excluded Liabilities with respect to periods or her designeeoccurrences prior to the Closing Date, and reasonable access, during normal business hours, and upon reasonable advance notice, to employees, officers, Advisors, accountants, offices and properties of Purchaser (including for the purpose of better understanding the books and records). If any material is withheld The information provided pursuant to this Section 6.1(a)5.2 will be used solely for the purpose of consummating the transactions contemplated hereby, Seller shall inform and will be governed by the Confidentiality Agreement. Purchaser in writing will, and will cause their Advisors to, abide by the terms of the Confidentiality Agreement. Sellers make no representation or warranty as to the general nature accuracy of what is being withheld any information, if any, provided pursuant to this Section and Purchaser may not rely on the reason for withholding accuracy of any such materialinformation. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperatePurchaser will not, and shall cause their Subsidiaries and each will not permit any member of their respective Representatives to cooperatethe Purchaser Group to, with Purchaser and its Representatives in connection with such investigation and examinationcontact any officer, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the manager, director, employee, customer, supplier, lessee, lessor, lender, licensee, licensor, distributor, noteholder or other material business relation of Sellers and their Subsidiaries. Without limiting prior to the generality of Closing with respect to Sellers or the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subjectTransactions, in each case, to case without the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with prior written consent of Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyfor each such contact.

Access to Information. (a) Sellers agree thatFrom March 1, until 2004 or, if earlier, the earlier date an application is filed with the ICC for approval of the Executory Contract Designation Deadline and the termination of transactions contemplated by this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to until the Closing, to the Chief Financial Officer extent permitted by applicable Law (including antitrust Laws), the Dynegy Parties shall afford the employees, counsel, accountants, consultants and representatives of Parent or his designeePurchaser reasonable access, during normal business hours, to the offices, properties, facilities, work papers and books and records of the IPC Companies and their Affiliates and their accountants relating to the Business, including organizational charts and other human resources records, information systems architecture, database designs/structures, sample data extracts, and following hardware/software inventory including code and designs (with the exception of confidential personnel records or information as to which disclosure would result in the loss of a legal privilege or protection) as Purchaser reasonably deems necessary or advisable, and to those Active Employees to whom Purchaser reasonably requests access; provided, however, that in no event shall Dynegy or Seller be deemed to have breached the provisions of this Section 5.2(a) with respect to the access provided to the counsel, accountants, consultants and representatives of Purchaser if the Dynegy Parties have used commercially reasonable efforts to cause their respective counsel, accountants and representatives to provide the level of access otherwise required pursuant to this Section 5.2(a). All information and knowledge obtained as a result of or in connection with in any investigation conducted or access provided pursuant to this Section 5.2(a) shall be subject to the Confidentiality Agreement and any joint defense agreement entered into by the parties in accordance with their respective terms and the terms hereof. (b) From March 1, 2004 or, if earlier, the date an application is filed with the ICC for approval of the transactions contemplated by this Agreement, until the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant extent permitted by applicable Law and without unreasonable interference with IPC's business, Dynegy shall and shall cause IPC to this Section 6.1(a), Seller shall inform cooperate with Purchaser in writing planning and preparation for integration of operations, systems, processes and other key business activities of IPC and Purchaser, including identification and commitment of IPC personnel for integration planning and making available IPC personnel to serve as to an integration coordinator and key support personnel in the general nature areas of what is being withheld Information Technology, Human Resources, Energy Delivery and the reason for withholding such materialAccounting. (bc) Any investigation Purchaser, Dynegy and examination contemplated by this Section 6.1 Seller shall be subject provide reasonable cooperation to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateeach other, and shall cause their Subsidiaries respective officers, employees, accountants, consultants and representatives to provide reasonable cooperation to each other, for a period of 180 days after the Closing to ensure the orderly transition of the Business from Seller to Purchaser and to minimize any disruption to the respective businesses of Seller, Dynegy and Purchaser that might result from the transactions contemplated hereby. After the Closing, upon reasonable written notice, Purchaser, Dynegy and Seller shall furnish or cause to be furnished to each other and their employees, counsel, auditors and representatives reasonable access, during normal business hours, to such information and assistance relating to the Business as is reasonably necessary for planning any systems conversions, process changes, litigation, employee benefits, environmental, financial reporting and accounting matters, the preparation and filing of any Tax Returns or the defense of any Tax audit, claim or assessment or any other similar reasonable matter. In no event shall Purchaser, Dynegy or Seller be deemed to have breached the provisions of this Section 5.2(c) with respect to the access provided to their respective Representatives counsel, auditors and representatives if the party obligated to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each provide access pursuant to the terms of Purchaser and its Representatives this Section 5.2(c) shall use their have used commercially reasonable best efforts to not materially cause their respective counsel, auditors and representatives to provide the level of access otherwise required pursuant to this Section 5.2(c). Each party shall reimburse the other for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 5.2(c). (d) No party shall be required by any provision of Section 5.2(a), (b) or (c), 5.12, 5.17 or 7.2 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations or result in any actual or reasonably expected breach of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyapplicable Law.

Access to Information. (a) Sellers agree thatAfter Closing, until the earlier of the Executory Contract Designation Deadline Buyer will, and the termination of this Agreement, Purchaser shall be entitled, through will cause its Representatives to, at no cost to Buyer or otherwiseits Representatives, afford to have Seller, including its Representatives, on reasonable notice and at reasonable times, reasonable access to all books, records, files and documents related to the executive officers Business in order to permit Seller to prepare and Representatives of Sellers file its Tax Returns and to prepare for and participate in any investigation with respect thereto, to prepare for and participate in any other investigation and defend any Proceedings relating to or involving Seller, the Subsidiary or the Business for which Seller may be responsible, to discharge its obligations under this Agreement and the properties other Related Documents to which it is a party and for other facilitiesreasonable purposes and will afford Seller reasonable assistance in connection therewith. Buyer will cause such records to be maintained for not less than seven (7) years from the Closing Date and will not dispose of such records without first offering in writing to deliver them to Seller; provided, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no in the event that Buyer transfers all or a portion of the Business to any third party during such investigation period, Buyer may transfer to such third party all or examination a portion of the books, records, files and documents related thereof, provided such third party transferee expressly assumes in writing the obligations of Buyer under this Section 6.2(a). In addition, on and after the Closing Date, at Seller’s request, Buyer shall make available to Seller and its Affiliates and Representatives, on reasonable notice and at reasonable times, those employees of Buyer reasonably requested by Seller in connection with any Proceeding, including to provide testimony, to be permitted deposed, to act as witnesses and to assist counsel; provided, however, that (i) such access to such employees shall not unreasonably interfere with the extent that it wouldnormal conduct of the operations of Buyer and (ii) Seller shall reimburse Buyer for the out-of-pocket costs reasonably incurred by Buyer in making such employees available to Seller. Without limiting the application of Section 6.1(d), in Sellers’ reasonable determination, require any Seller, any Subsidiary of any all documents or information furnished by Buyer or obtained by Seller or any of their respective its Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 hereunder shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a6.1(d), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. (a) Sellers agree that, From the date hereof until the earlier to occur of the Executory Contract Designation Deadline and the termination of this Agreement pursuant to Article 10 and the Effective Time and subject to Applicable Law and the Confidentiality Agreement, Purchaser shall be entitledthe Company shall, through in each case, solely for purposes of consummating the Merger (including for integration planning) (but without limiting the Company’s obligations under Section 6.02 in respect of an Acquisition Proposal), (i) give to Parent, its Representatives or otherwisecounsel, to have financial advisors, auditors and other authorized representatives, upon reasonable advance notice, reasonable access during normal business hours to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any authorized representatives such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser such Persons may from time reasonably request (provided that the foregoing shall not require the Company to time reasonably request, subject, in each case, disclose any information pursuant to this Section 6.04 that relates to the confidentiality restrictions outlined negotiation and execution of this Agreement, including with respect to the consideration or valuation of the Merger or any financial or strategic alternatives thereto, or that relate to any Acquisition Proposal, except as contemplated by Section 6.02) and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries; provided that any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Any activities pursuant to this Section 6.04 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. No information or knowledge obtained by Parent in any investigation pursuant to this Section 6.04 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. All requests for information made pursuant to this Section 6.04 shall be directed to an executive officer of the Company or such Person as may be designated by any such executive officer. Nothing in this Section 6.1. Notwithstanding anything contained herein 6.04 shall require the Company to provide any access, or to disclose any information (A) if providing such access or disclosing such information would violate Applicable Law (including antitrust and privacy laws) or any binding agreement entered into prior to the contrarydate of this Agreement, Purchaser shall consult with Sellers prior or (B) protected by attorney-client privilege or attorney work product doctrine to conducting any environmental investigations the extent such privilege or examinations work product cannot be protected by the Company through exercise of its reasonable efforts, (C) that would result in the disclosure of any nature, trade secrets (including Phase I and Phase II site assessments and any environmental sampling in respect source code) of the Transferred Real PropertyCompany, any of its Subsidiaries or any third Persons or (D) that is reasonably pertinent to any adverse Legal Proceedings between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand; provided that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company shall reasonably cooperate with Parent to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate clause (A) or (B). Nothing in this Section 6.04 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.04 shall be conducted in a manner that does not create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries.

Access to Information. (a) Sellers agree thatAfter Closing, until the earlier of the Executory Contract Designation Deadline Buyer will, and the termination of this Agreement, Purchaser shall be entitled, through will cause its Representatives or otherwiseto, afford to have Seller, including its Representatives, reasonable access to all books, records, files and documents related to the executive officers Business in order to permit Seller to prepare and Representatives of Sellers file its Tax Returns and to prepare for and participate in any investigation with respect thereto, to prepare for and participate in any other investigation and defend any Proceedings relating to or involving Seller, the Subsidiary or the Business for which Seller may be responsible, to discharge its obligations under this Agreement and the properties other Related Documents to which it is a party and for other facilitiesreasonable purposes and will afford Seller reasonable assistance in connection therewith. Buyer will cause such records to be maintained for not less than seven years from the Closing Date and will not dispose of such records without first offering in writing to deliver them to Seller; provided, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no in the event that Buyer transfers all or a portion of the Business to any third party during such investigation period, Buyer may transfer to such third party all or examination a portion of the books, records, files and documents related thereof, provided such third party transferee expressly assumes in writing the obligations of Buyer under this Section 6.2(b). In addition, on and after the Closing Date, at Seller’s request, Buyer shall be permitted make available to the extent that it wouldSeller and its Affiliates, in Sellers’ reasonable determinationemployees, require any Sellerrepresentatives and agents, any Subsidiary those employees of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent Buyer requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with any Proceeding, including to provide testimony, to be deposed, to act as witnesses and to assist counsel; provided, however, that (i) such investigation and examination, and each of Purchaser and its Representatives access to such employees shall use their reasonable best efforts to not materially unreasonably interfere with the business of Sellers and their Subsidiaries. Without limiting the generality normal conduct of the foregoing, subject operations of Buyer and (ii) Seller shall reimburse Buyer for the out-of-pocket costs reasonably incurred by Buyer in making such employees available to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertySeller.

Access to Information. Upon reasonable request by SJNB, GBB shall --------------------- (i) make its Chief Executive Officer, Chief Administrative Officer/Chief Financial Officer, Chief Credit Officer and Controller available to discuss with SJNB and its representatives GBB's operations; and (ii) shall provide SJNB with written information which is (a) Sellers agree that, until similar to the earlier of the Executory Contract Designation Deadline and the termination of written information that SJNB reviewed in connection with this Agreement, Purchaser and (b) related to GBB's business condition, operations and prospects on a consolidated basis. No examination or review conducted under this section shall be entitled, through its Representatives constitute a waiver or otherwise, relinquishment on the part of SJNB of the right to have reasonable access to rely upon the executive officers representations and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administrationwarranties made by GBB herein; provided howeverprovided, that no such investigation SJNB shall disclose to GBB any fact or examination shall be permitted circumstance it may discover which SJNB believes renders any representation or warranty made by GBB hereunder incorrect in any respect. SJNB covenants and agrees that it and its representatives, counsel, accountants, agents and employees will hold in strict confidence all documents and information concerning GBB so obtained (except to the extent that it would, such documents or information are a matter of public record or require disclosure in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller the Joint Proxy Statement and Prospectus or any of their respective Representatives the public information of any applications required to disclose information subject to attorney-client privilege or in conflict be filed with any confidentiality agreement Governmental Entity to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to obtain the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be approvals and consents required to avoid effect the transactions contemplated hereby), and if the transactions contemplated herein are not consummated, such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, confidence shall be maintained and all such requests for access to the executive officers of Sellers documents shall be directed, prior returned to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such materialGBB. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. Upon reasonable notice, the Company will (aand will cause its Subsidiaries to) Sellers agree thatafford to the officers, until employees, accountants, counsel and other representatives of Parent and Purchaser, access, at all reasonable times during the earlier of period prior to the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwiseEffective Time, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other all its properties, facilities, businesses, books, Contracts, personnel, commitments and records and operations (including the Purchased Assets Tax Returns) and Assumed Liabilities) of Sellers and their Subsidiariesother information requested by such party, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted purposes of post-acquisition planning and integration planning to the extent requested by Parent, and, during such period, the Company will (and will cause each of its Subsidiaries to) furnish promptly to Parent and Purchaser all information concerning its business, properties and personnel as Parent or Purchaser may request; provided, that it would(i) no investigation or request pursuant to this Section 6.3 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company; (ii) the Company in Sellers’ reasonable determinationresponding to requests from Parent or any Parent representative for access to records or other information of a confidential and competitively sensitive nature may, require any Sellerprior to expiration or termination of the waiting period under the HSR Act, limit such access to Parent's outside accountants, counsel, financial advisors and other outside representatives; and (iii) in no event shall this Section 6.3 be deemed to permit Parent, Purchaser, any Subsidiary of any Seller this respective affiliates or any of their respective Representatives directors, officers, employees, agents or representatives to disclose conduct any invasive sampling or testing. Any information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld obtained pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature 6.3 or any other provision of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 Agreement shall be subject to restrictions set forth in Section 6.24 the terms of the Confidentiality Agreement dated December 16, 2002, by and under applicable Law. Sellers shall cooperate, between Reuters America Inc. and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examinationthe Company (the "Confidentiality Agreement"), and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere party hereto will comply with the business of Sellers and their Subsidiaries. Without limiting the generality terms of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of PurchaserConfidentiality Agreement, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertynot a party thereto.

Access to Information. (ai) Sellers agree thatwill afford Buyer and its financial advisors, until the earlier of the Executory Contract Designation Deadline accountants, counsel and the termination of this Agreementother representatives reasonable access during normal business hours, Purchaser shall be entitled, through its Representatives or otherwiseupon reasonable notice, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businessesproperties, books, Contractsrecords, personnelfinancial statements and personnel of the Company during the period prior to the Closing to obtain all information concerning the business, records and operations (including the Purchased Assets status of product development efforts, properties, results of operations and Assumed Liabilitiespersonnel of the Company, as Buyer may reasonably request. No information or knowledge obtained by Buyer in any investigation pursuant to this Section 6.4 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Acquisition. (ii) of Buyer will afford Sellers and their Subsidiariesits financial advisors, including underwriters, accountants, counsel and other representatives reasonable access to systemsduring normal business hours, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ upon reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which casenotice, to the extent requested by Purchaserproperties, Sellers will use reasonable best efforts books, records, financial statements and personnel of Buyer during the period prior to seek an amendment or appropriate waiverClosing to obtain all information concerning the business, or necessary consentsincluding the status of product development efforts, properties, results of operations and personnel of Buyer, as Sellers may reasonably request. No information or knowledge obtained by Sellers in any investigation pursuant to this Section 6.4 will affect or be required deemed to avoid such conflict, modify any representation or restructure warranty contained herein or the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access conditions to the executive officers obligations of Sellers the parties to consummate the Acquisition. (iii) Notwithstanding anything to the contrary contained herein, each party (“Subject Party”) hereby agrees that by proceeding with the Closing, it shall be directed, conclusively deemed to have waived for all purposes hereunder any inaccuracy of representation or breach of warranty by another party which is actually known by the Subject Party prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. (a) Sellers agree that, From the Execution Date until the earlier of Closing Date, and otherwise subject to the Executory Contract Designation Deadline limitations, restrictions and the termination of this Agreementexceptions provided in Sections 2.08(c) hereof, Purchaser upon reasonable notice, Seller shall be entitled, through its Representatives or otherwise, (i) make available to have Buyer reasonable access to the executive officers books and Representatives records of Sellers and Seller related to the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Acquired Assets and Assumed Liabilities; (ii) of Sellers and their Subsidiaries, including access make available to systems, data, databases for benefit plan administration; provided however, that no Buyer such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, relating to the confidentiality restrictions outlined in Business as Buyer may reasonably request and Seller may have, (iii) to the extent not otherwise available under this Section 6.16.02, allow Buyer reasonable access to Seller’s senior executive officers for Buyer’s reasonable investigation of the Business, and (iv) abide by the terms set forth in Section 2.08 hereof; provided, however, that any such access or furnishing of information shall be conducted during normal business hours upon reasonable notice to Seller, under the supervision of Seller’s personnel or designees in such a manner as to not unreasonably interfere with the conduct of the Business or the normal operations of Seller or any of its Affiliates and at Buyer’s sole cost and expense, except that Buyer shall not compensate Seller for any payment made by Seller for the time or reasonable travel, lodging or meal expenses of Seller’s executives, employees, agents or representatives in relation thereof. Notwithstanding anything contained herein to the contrarycontrary in this Agreement, Purchaser Seller shall consult not be required at any time to disclose any information to Buyer (1) that is, in Seller’s sole discretion, confidential, including, without limitation, any information regarding other bids, bidders or analysis or advice with Sellers prior to conducting respect thereto, or (2) if such disclosure would (A) in Seller’s sole discretion jeopardize any environmental investigations or examinations of any natureapplicable privilege, including Phase I and Phase II site assessments and attorney-client privilege or work-product privilege, or (B) contravene any environmental sampling in respect of the Transferred Real Propertyduty imposed by applicable laws.

Access to Information. (a) Sellers agree thatSubject to Section 5.03(b), from the date of this Agreement until the earlier of the Executory Contract Designation Deadline Closing, upon reasonable notice and the termination of this Agreementduring normal business hours, and subject to Applicable Law, Seller shall and shall cause each Acquired Company to (i) give Purchaser shall be entitled, through and its Representatives or otherwise, to have reasonable access to the executive officers offices, properties, books and Representatives records of Sellers and the properties and other facilitiesAcquired Companies, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilitiesii) of Sellers and their Subsidiaries, including access furnish to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information relating to the Acquired Companies as Purchaser such Persons may from time to time reasonably request, subjectin the same form provided to Purchaser during its due diligence review, provided, that Seller need not provide financial and operating data any earlier than such information would otherwise be available in the ordinary course of business consistent with past practice, and (iii) instruct the Representatives of the Acquired Companies to cooperate with Purchaser in its investigation of the Acquired Companies. Any investigation pursuant to this Section 5.03(a) shall be conducted in such manner as not to be disruptive or interfere unreasonably with the conduct of the business of the Acquired Companies. Prior to the Closing, with the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, (A) Purchaser may contact any Suppliers to, or customers of, the Acquired Companies, and (B) Purchaser shall have the right to perform invasive or subsurface investigations of the properties or facilities of the Acquired Companies. All information provided to Purchaser and its Affiliates and Representatives pursuant to this Agreement shall be considered confidential. (b) Seller may (i) withhold from Purchaser any Contracts entered into after the date hereof and which Seller provides notice to Purchaser of the fact that such Contracts cannot be provided to Purchaser under Applicable Law, or (ii) prohibit any investigation or examination under Section 5.03(a), where, in each casethe case of clause (ii), Seller has determined, in its reasonable judgment and on the advice of outside legal counsel, that doing so would (A) violate Applicable Law, (B) breach a Contract or obligation of confidentiality owing to a third party, or (C) constitute a waiver of attorney-client privilege, it is agreed that Seller shall give notice to Purchaser of the confidentiality restrictions outlined fact that it is withholding such Contracts or information, and thereafter Seller and Purchaser shall, if permissible, reasonably cooperate (including by entering into a joint defense or similar agreement) to cause such information or documents to be provided in this Section 6.1a manner that would not reasonably be expected to waive the applicable privilege or protection or violate the applicable restriction. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior not have access to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect personnel records of the Transferred Real PropertyAcquired Companies relating to individual performance or evaluation records, medical histories or other information, the disclosure of which would result in the violation of Applicable Law.

Access to Information. (a) Sellers agree thatEach Seller shall, until during the earlier of period commencing on the Executory Contract Designation Deadline Signing Date and ending on the termination of this AgreementClosing Date, Purchaser shall furnish or cause to be entitled, through its Representatives or otherwise, furnished to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers Buyers and their SubsidiariesRepresentatives, including access to systemsat reasonable times and upon reasonable notice, data(i) such access, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which caseduring normal business hours, to the extent requested by PurchaserAssets, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consentsincluding the Real Property, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may Buyers from time to time reasonably request, subjectall in accordance with Section 5.7, in each caseand with due regard to minimizing disruption of the conduct of the Business, (ii) such access to the confidentiality restrictions outlined books, accounts, records, Assumed Contracts and other information and data (including data in the possession of such Seller’s respective independent public accountants) of the Business as Buyers from time to time reasonably request and (iii) provided that there is no undue interference with their job duties, such access to Sellers’ officers, managers, directors, employees, store managers, territory managers, agents and Representatives as Buyers from time to time reasonably request for such purposes as Buyers deem reasonably necessary in connection with the consummation of the transactions contemplated by this Agreement, which purposes may include interviewing employees prior to making offers of employment to any such employees, consistent with Section 6.16.4; provided, however, that any environmental investigation, testing, sampling or analysis shall be conducted in accordance with the terms of, and subject to the limitations set forth in, Section 5.5. Notwithstanding the foregoing or anything contained herein to the contrary, Purchaser Buyers and their authorized Representatives shall consult with Sellers not be permitted or entitled to examine any materials without Sellers’ prior written consent, if either (A) such materials are protected by the attorney-client privilege, work product doctrine or other similar privilege or doctrine and such examination could, in Sellers’ opinion based on advice of counsel, cause the loss of such privilege or protection or (B) such examination could contravene any Law, fiduciary duty or binding agreement entered into prior to conducting any environmental investigations the Signing Date, except that Sellers shall use commercially reasonable efforts to provide such materials in a manner that does not cause the loss of attorney-client privilege, work product doctrine or examinations other similar privilege or doctrine or the contravention of any natureLaw, including Phase I fiduciary duty or binding agreement; provided that, for the avoidance of doubt, the final determination whether, after the use of commercially reasonable effort, disclosure could result in a the loss of attorney-client privilege, work product doctrine or other similar privilege or doctrine or the contravention of any Law, fiduciary duty or binding agreement shall be determined by Sellers in their reasonable discretion. All investigations and Phase II site assessments due diligence conducted by Buyers or any of their Representatives shall be coordinated with Sellers, and any environmental sampling Sellers shall authorize and direct the appropriate representatives of Sellers to cooperate with Buyers in respect their investigation of the Transferred Real PropertyBusiness and, subject to the restrictions herein contained, to discuss matters involving Business of Sellers as the case may be, with Representatives of Buyers.

Access to Information. (a) Sellers agree that, until Between the earlier date of the Executory Contract Designation Deadline this Agreement and the termination of this AgreementClosing Date, Purchaser shall be entitledthe Sellers will, through its during ordinary business hours and upon reasonable notice (i) give the Buyer and the Buyer Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties all books, records, plants, offices and other facilities, businesses, books, Contracts, personnel, records facilities and operations (including properties constituting the Purchased Assets to which the Buyer is not denied access by law; (ii) permit the Buyer to make such reasonable inspections thereof as the Buyer may reasonably request; (iii) furnish the Buyer with such financial and Assumed Liabilitiesoperating data and other information with respect to the Purchased Assets as the Buyer may from time to time reasonably request; (iv) furnish the Buyer a copy of Sellers and their Subsidiarieseach material report, including access schedule or other document filed or received by them with respect to systemsthe Purchased Assets with the SEC, dataMDPU, databases for benefit plan administrationRIPUC, NHPUC, VTPSB, NRC or FERC; provided provided, however, that no (A) any such investigation or examination shall be permitted conducted in such a manner as not to interfere unreasonably with the extent that it wouldoperation of the Purchased Assets, in Sellers’ reasonable determination, require (B) the Sellers shall not be required to take any Seller, any Subsidiary action which would constitute a waiver of any Seller or any of their respective Representatives to disclose information subject to the attorney-client privilege or in conflict and (C) the Sellers need not supply the Buyer with any confidentiality agreement information which the Sellers are under a legal obligation not to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (supply. Notwithstanding anything in which case, this Section 7.2 to the extent requested by Purchasercontrary, (i) the Sellers will use reasonable best efforts only furnish or provide such access to seek an amendment Transferring Employee Records and personnel and medical records as is required by law, legal process or appropriate waiversubpoena and (ii) the Buyer shall not have the right to perform or conduct any environmental sampling or testing at, in, on, or necessary consents, as may be required to avoid such conflict, or restructure underneath the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such materialPurchased Assets. (b) Any investigation The Buyer and examination contemplated Sellers acknowledge that Buyer is a Representative of U.S. Generating Company under the terms of the Confidentiality Agreement. All information furnished to or obtained by the Buyer, U.S. Generating Company and the Buyer Representatives pursuant to this Section 6.1 7.2 shall be subject to restrictions set forth the provisions of the Confidentiality Agreement and shall be treated as "Proprietary Information" (as defined in the Confidentiality Agreement). (c) For a period of ten years after the Closing Date, each party and their representatives shall have reasonable access to all of the books and records of the Purchased Assets, including all Transferring Employee Records or other personnel and medical records required by law, legal process or subpoena, in the possession of the other party or parties to the extent that such access may reasonably be required by such party in connection with the Assumed Obligations or the Excluded Liabilities, or other matters relating to or affected by the operation of the Purchased Assets. Such access shall be afforded by the party or parties in possession of such books and records upon receipt of reasonable advance notice and during normal business hours. The party or parties exercising this right of access shall be solely responsible for any costs or expenses incurred by it or them pursuant to this Section 6.24 7.2(c). If the party or parties in possession of such books and under applicable Lawrecords shall desire to dispose of any such books and records upon or prior to the expiration of such ten-year period, such party or parties shall, prior to such disposition, give the other party or parties a reasonable opportunity at such other party's or parties' expense, to segregate and remove such books and records as such other party or parties may select. (d) The Sellers agree to use best efforts to cause ▇▇▇▇ not to release any Person (other than the Buyer) from any confidentiality agreement now existing with respect to the Purchased Assets, or waive or amend any provision thereof. (e) Notwithstanding the terms of the Confidentiality Agreement and Section 7.2(b) above, the parties agree that prior to the Closing the Buyer may reveal or disclose Proprietary Information to any other Persons in connection with financing, and risk management if reasonably necessary, of or with respect to the Purchased Assets, and to such Persons with whom the Buyer expects it may have business dealings regarding the Purchased Assets from and after the Closing Date, and, to the extent that Sellers consent, which consent shall not be unreasonably withheld, existing and potential customers and suppliers. The parties further agree that clause (c) of the first sentence of the second paragraph of the Confidentiality Agreement is terminated, and of no further force or effect. (f) Except as required by law, unless otherwise agreed to in writing by the Buyer, for a period commencing on the Closing Date and terminating three years after such date the Sellers shall cooperatekeep (i) all Proprietary Information confidential and not disclose or reveal any Proprietary Information to any Person other than "Sellers' Representatives" (as defined below) who are actively and directly participating in the transactions contemplated hereby or who otherwise need to know the Proprietary Information for such purpose and to cause those Persons to observe the terms of this Section 7.2(f) and (ii) not to use Proprietary Information for any purpose other than consistent with the terms of this Agreement. The Sellers shall continue to hold all Proprietary Information according to the same internal security procedures and with the same degree of care regarding its secrecy and confidentiality as currently applicable thereto. The Sellers shall notify the Buyer of any unauthorized disclosure to third parties that it discovers, and shall cause their Subsidiaries and each endeavor to prevent any further such disclosures. The Sellers shall be responsible for any breach of their respective Representatives the terms of this Section 7.2(f) by the Sellers or the Sellers' Representatives. After the Closing Date, in the event that the Sellers are requested pursuant to, or required by, applicable law or regulation or by legal process to cooperatedisclose any Proprietary Information, or any other information concerning the Purchased Assets, or the transactions contemplated hereby, the Sellers shall provide the Buyer with prompt notice of such request or requirement in order to enable the Buyer to seek an appropriate protective order or other remedy, to consult with the Sellers with respect to taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with Purchaser and its Representatives in connection the terms of this Section 7.2(f). The Sellers agree not to oppose any action by the Buyer to obtain a protective order or other appropriate remedy after the Closing Date. In the event that no such protective order or other remedy is obtained, or that the Buyer waives compliance with the terms of this Section 7.2(f), the Sellers shall furnish only that portion of the Proprietary Information which the Sellers are advised by counsel is legally required. In any such investigation and examination, and each of Purchaser and its Representatives event the Sellers shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided ensure that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data all Proprietary Information and other information as Purchaser may from time that is so disclosed will be accorded confidential treatment. (g) The parties agree that the last sentence of the third paragraph of the Confidentiality Agreement shall not apply with respect to time reasonably requestProprietary Information that is included in the Purchased Assets. (h) The parties agree that the Confidentiality Agreement will terminate, subjectwithout further act or evidence by the parties, in each case, upon consummation of the Closing. (i) The Sellers shall use best efforts to cause ▇▇▇▇ to execute appropriate written evidence of its agreement to the confidentiality restrictions outlined in terms of this Section 6.1. Notwithstanding anything contained herein to 7.2 insofar as the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations Confidentiality Agreement is amended or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertysuperseded hereby.

Access to Information. (a) Subject to Section 5.03(b) below, Sellers covenant and agree that, from the date of this Agreement until the earlier of Closing, (x) subject to any limitations on disclosures to which ICO and Parent agreed in the Executory Contract Designation Deadline Confidentiality Agreement, (y) subject to any nondisclosure obligations to third Persons and (z) subject to any restrictions imposed by applicable Legal Requirements, from the termination date of this AgreementAgreement until the Closing, Purchaser Sellers shall be entitleduse reasonable efforts (and shall cause the Acquired Companies to use reasonable efforts) (i) to afford to the Buyer Parties and their Representatives access, through its Representatives or otherwiseat reasonable times upon reasonable prior notice, to have reasonable access the officers, employees, agents, properties, offices and other facilities of such Seller Companies and to their Books and Records and (ii) to furnish promptly to the executive officers Buyer Parties and their Representatives of Sellers and such information concerning the properties and other facilitiesproperties, businesses, books, Contracts, personnelcontracts, records and operations personnel (including the Purchased Assets financial, operating and Assumed Liabilitiesother data and information) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted related to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, Business as may be required reasonably requested, from time to avoid such conflicttime, by or restructure on behalf of the form of access, so as to permit the access requested)Buyer Parties; provided furtherthat the Buyer Parties and their Representatives (x) comply with the provisions of the Confidentiality Agreement, that notwithstanding (y) comply with all applicable safety and other rules of conduct of the notice provisions in Section 9.2 hereof, all such requests for access to facility and (z) do not unreasonably interfere with the executive officers operation of Sellers shall be directed, prior to the Closing, to facility or the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such materialpersonnel involved. (b) Any investigation ICO and examination contemplated by Parent may as each deems reasonably advisable and necessary designate any competitively sensitive information provided to the other pursuant to this Section 6.1 5.03 as "outside consultant only" and such information shall be subject provided only to restrictions set forth the outside consultant of the recipient who shall execute a confidentiality agreement in Section 6.24 and under applicable Law. Sellers a form satisfactory to ICO which shall cooperate, and shall cause their Subsidiaries and each restrict the disclosure of their respective Representatives such information including to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers Buyer Parties and their Subsidiaries. Without limiting Affiliates. (c) All nonpublic information provided to the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries Buyer Parties and their Representatives shall prepare pursuant to Section 5.03 and furnish to Purchaser’s Representatives such additional financial and operating data and other all information as Purchaser may from time to time reasonably request, subject, in each case, made available to the confidentiality restrictions outlined Buyer Parties in this Section 6.1. Notwithstanding anything contained herein any data room (including the internet data room) pertaining to the contrary, Purchaser Seller Companies shall consult with Sellers prior be deemed to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertybe Confidential Information.

Access to Information. (a) Sellers agree thatAfter Closing, until the earlier of the Executory Contract Designation Deadline Buyer shall, and the termination of this Agreement, Purchaser shall be entitled, through cause its Representatives to, at no cost to Buyer or otherwiseits Representatives, afford to have Seller, including its Representatives, on reasonable written notice and at reasonable times, reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, all books, Contractspapers and records related to the Business and Purchased Assets, personnelas necessary for Seller to satisfy Legal Requirements. Buyer shall cause such records to be maintained for not less than seven (7) years from the Closing Date and will not dispose of such records without first offering in writing to deliver them to Seller; provided, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no in the event that Buyer transfers all or a portion of the Business to any third party during such investigation period, Buyer may transfer to such third party all or examination a portion of the books, papers, and records related thereof, provided such third party transferee expressly assumes in writing the obligations of Buyer under this Section 6.2(a). In addition, on and after the Closing Date, at Seller’s request, Buyer shall be permitted make available to Seller and its Representatives, on reasonable written notice and at reasonable times, those employees of Buyer reasonably requested by Seller in connection with any Proceeding relating to the extent Business, including to provide testimony, to be deposed, to act as witnesses and to assist counsel; provided, however, that it would(i) such access to such employees shall not unreasonably interfere with the normal conduct of the operations of Buyer and (ii) Seller shall reimburse Buyer for the out-of-pocket costs reasonably incurred by Buyer in making such employees available to Seller. Without limiting the application of Section 6.1(f), in Sellers’ reasonable determination, require any Seller, any Subsidiary of any all documents or information furnished by Buyer or obtained by Seller or any of their respective its Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 hereunder shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a6.1(f), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. (a) Sellers agree thatUpon reasonable notice, until Parent and the earlier Company, as the case may be, shall (and shall cause each of their respective Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives of the Executory Contract Designation Deadline and others, access, during normal business hours during the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwiseperiod prior to the Effective Time, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businessesall its properties, books, Contractscontracts, personnelcommitments and records, records as well as to its officers and operations employees and, during such period, each of Parent and the Company, as the case may be, shall (including and shall cause each of their respective Subsidiaries to) furnish promptly to the Purchased Assets others (i) a copy of each report, schedule, registration statement and Assumed Liabilitiesother document filed or received by it during such period pursuant to SEC requirements and (ii) all other information concerning its business, properties and personnel as such other party may reasonably request, including, without limitation, information to confirm the accuracy of Sellers the representations and their Subsidiarieswarranties set forth in Section 3.1(v) and 3.2(u); provided, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination Parent and the Company shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may not be required to avoid such conflictdisclose any information that would breach the confidentiality terms of any agreement existing on the date hereof or that would breach an attorney client privilege (provided that (i) upon the request of Parent, or restructure the form of access, so as Company will use commercially reasonable efforts to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for afford Parent access to such restricted information, including by securing waivers to confidentiality restrictions, and (ii) upon the executive officers request of Sellers shall be directedthe Company, prior Parent will use commercially reasonable efforts to afford the ClosingCompany access to such restricted information, including by securing waivers to the Chief Financial Officer confidentiality restrictions). Each of Parent or his designeeand the Company agrees that it will not, and following the Closingwill cause its respective representatives not to, to the Chief Restructuring Officer of Parent or his or her designee. If use any material is withheld information obtained pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as 5.4 for any purpose unrelated to the general nature consummation of what is being withheld the transactions contemplated by this Agreement. The Confidentiality Agreement dated as of March 26, 2004 between Parent and the reason for withholding such materialCompany (the "Confidentiality Agreement") shall apply with respect to information furnished thereunder or hereunder and any other activities contemplated thereby. (b) Any investigation Each of Parent and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateMerger Sub, on the one hand, and the Company, on the other, agrees that, except to the extent and as expressly covered by a representation and warranty contained in Article III of this Agreement, neither the other party nor any of its representatives or Affiliates has made and shall cause their Subsidiaries and each not be deemed to have made to such party or to any of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each representatives or Affiliates any representation or warranty of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiariesany kind. Without limiting the generality of the foregoing, subject each party agrees that, except to Section 6.1(athe extent and as expressly covered by a representation and warranty contained in Article III of this Agreement, neither the other party nor any of its Affiliates makes or has made any representation or warranty to such party or to any of its representatives or Affiliates with respect to: (i) any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the other party or any of its Subsidiaries or the future business, operations or affairs of the other party or any of its Subsidiaries heretofore or hereafter delivered to or made available to such investigation and examination shall include reasonable access party or its counsel, accountants, advisors, lenders, representatives or Affiliates; and (ii) any other information, statement or documents heretofore or hereafter delivered to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by or made available to such executive officers)party or its counsel, officesaccountants, properties and other facilitiesadvisors, and bookslenders, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser representatives or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, Affiliates with respect to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to other party or any of its Subsidiaries or the contrarybusiness, Purchaser shall consult with Sellers prior to conducting any environmental investigations operations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect affairs of the Transferred Real Propertyother party or any of its Subsidiaries.

Access to Information. (a) Sellers agree that, until Between the earlier date of the Executory Contract Designation Deadline this Agreement and the termination of this AgreementClosing Date, Purchaser shall be entitledthe Sellers will, through its during ordinary business hours and upon reasonable notice (i) give the Buyer and the Buyer Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties all books, records, plants, offices and other facilities, businesses, books, Contracts, personnel, records facilities and operations (including properties constituting the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted related to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller Business or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound the Assumed Liabilities unless such access would violate applicable law; (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to ii) permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser Buyer and its Representatives in connection representatives to make such reasonable inspections thereof as the Buyer may reasonably request; (iii) furnish the Buyer with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information with respect to the Purchased Assets, the related Business and the Assumed Liabilities as Purchaser the Buyer may from time to time reasonably request; and (iv) furnish the Buyer a copy of each report, subjectSchedule or other document filed or received by them with respect to the Purchased Assets or the related Business with the SEC, MPUC, MDEP, FERC, DOE, EPA or other relevant regulatory agency; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the Purchased Assets, (B) the Sellers shall not be required to take any action which would constitute a waiver of the attorney-client privilege and (C) the Sellers need not supply the Buyer with any information which the Sellers, in each casetheir reasonable judgment, are under a legal obligation not to supply, provided that Sellers describe, to the confidentiality restrictions outlined extent permissible, the nature of the information withheld. Notwithstanding anything in this Section 6.1. Notwithstanding anything contained herein 7.2 to the contrary, Purchaser (i) the Sellers will only furnish or provide such access to personnel and medical records as is required by law, and (ii) the Buyer shall consult with Sellers prior not have the right to conducting any environmental investigations perform or examinations of any nature, including Phase I and Phase II site assessments and conduct any environmental sampling in respect or testing at, in, on, or underneath or adjacent to the Purchased Assets. (b) All information furnished to or obtained by the Buyer and the Buyer Representatives pursuant to this Section 7.2 shall be "Information" for purposes of Section 7.11 hereof. (c) Subject to the last two sentences of this paragraph (c), for a period of ten years after the Closing Date, the Sellers and their representatives shall have reasonable access to all of the Transferred Real Propertybooks and records of the Purchased Assets transferred to the Buyer hereunder to the extent that such access may reasonably be required by the Sellers in connection with matters relating to or affected by the operation of the Purchased Assets prior to the Closing Date. Such access shall be afforded by the Buyer upon receipt of reasonable advance notice and during normal business hours. The Sellers shall be solely responsible for any costs or expenses incurred by them pursuant to this Section 7.2(c). If the Buyer shall desire to dispose of any such books and records prior to the expiration of such ten-year period, the Buyer shall, prior to such disposition, give the Sellers a reasonable opportunity, at the Sellers' expense, to segregate and remove such books and records as the Sellers may select. (d) Subject to the last two sentences of this paragraph (d), for a period of ten years after the Closing Date, the Buyer and Buyer Representatives shall have reasonable access to all of the books and records of the Purchased Assets retained by the Sellers to the extent that such access may reasonably be required by the Buyer in connection with matters relating to or affected by the operation of the Purchased Assets subsequent to the Closing Date; provided, however, that Sellers shall not be required to provide access to personnel or medical records except as required by law. Such access shall be afforded by the Sellers upon receipt of reasonable advance notice and during normal business hours. In addition, the Sellers will cooperate in the defense of any action brought against the Buyer by a former employee of the Sellers. The Buyer shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 7.2(d). If any Seller shall desire to dispose of any such books and records prior to the expiration of such ten-year period, such Seller shall, prior to such disposition, give the Buyer a reasonable opportunity at the Buyer's expense, to segregate and remove such books and records as the Buyer may select; provided, however, that the Sellers will use best efforts to preserve all employment and medical records of those employees who are hired by the Buyer as of the Closing Date, for a period of not less than ten (10) years from the Closing Date. (e) If within ten years after the Closing Date the MPUC shall commence an investigation of the reasonableness of any term or condition of this Agreement, Buyer shall fully cooperate with the Sellers in providing any information or testimony which may be helpful to Sellers in establishing the reasonableness of the terms and conditions of the Agreement. Sellers shall be responsible for any costs or expenses incurred by Buyer pursuant to this Section 7.2(e).

Access to Information. (a) Sellers agree that, until After the earlier of the Executory Contract Designation Deadline and the termination of this AgreementClosing, Purchaser shall be entitledprovide to the officers, through its Representatives or otherwiseemployees, to have agents and representatives of any Seller Indemnitees reasonable access to (i) the executive officers Books and Representatives of Sellers Records with respect to the Hotel, (ii) the Property, and (iii) the properties employees at the Hotel, for any purpose deemed reasonably necessary or advisable by Seller, including, without limitation, to prepare any documents required to be filed by any Starwood Entity under Applicable Law or to investigate, evaluate and defend any claim, charge, audit, litigation or other facilitiesproceeding made by any Person or insurance company involving any Starwood Entity; provided, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no (A) such investigation or examination Seller Indemnitees shall be permitted provide reasonable prior notice to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound Purchaser; (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may B) Purchaser shall not be required to avoid provide such conflict, or restructure the form of access, so as to permit the access requested)during non business hours; provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform (C) Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any accompany the officer, employees, agents or representatives of such accountant Seller Indemnitees in providing access to the Books and Records, the Property or the employees of Purchaser (or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information manager) as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined provided in this Section 6.18.8; and (D) Seller shall defend, indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Purchaser Indemnitees arising from any examinations, tests, investigations or studies of the Property conducted by the Seller Indemnitees, its employees, agents or representatives pursuant to this Section 8.8. Notwithstanding anything contained herein Purchaser, at its cost and expense, shall retain all Books and Records with respect to the contrary, Purchaser Hotel for a period of five (5) years after the Closing. This Section 8.8 shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of survive the Transferred Real PropertyClosing.

Access to Information. (a) Sellers agree that, until prior to the earlier of the Executory Contract Designation Deadline and the termination of this AgreementClosing Date, Purchaser shall be entitled, through its Representatives or otherwiseofficers, employees and representatives (including, without limitation, its legal advisors and accountants), to have reasonable access to make such investigation of the executive officers properties, businesses and Representatives operations of Sellers and such examination of the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) financial condition of Sellers as it reasonably requests and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no make extracts and copies of such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, books and following the Closing, to the Chief Restructuring Officer of Parent or his or her designeerecords. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include be conducted during regular business hours and under reasonable access circumstances, and Sellers shall cooperate fully therein. No investigation by Purchaser prior to Sellers’ executive officers (and employees or after the date of this Agreement shall diminish or obviate any of the representations, warranties, covenants or agreements of Sellers contained in this Agreement or the Seller Documents. In order that Purchaser may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may reasonably request of the affairs of Sellers, Sellers shall use their respective Subsidiaries identified by such executive commercially reasonable efforts to cause the officers), officesemployees, properties consultants, agents, accountants, attorneys and other facilitiesrepresentatives of Sellers to cooperate fully with such representatives in connection with such review and examination. Sellers shall promptly deliver to Purchaser such copies of all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed by Sellers in the Chapter 11 Case. Sellers shall promptly provide to Purchaser all documents and materials relating to the proposed sale of the Purchased Assets, or any portion thereof, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of otherwise cooperate with Purchaser, whether such meeting to the extent reasonably necessary in connection with Purchaser's preparation for or participation in any part of the Chapter 11 Case in which Purchaser's participation is in personnecessary, telephonic required or otherwise) and reasonably appropriate. Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish promptly deliver to Purchaser’s Representatives such additional financial and operating data Purchaser all pleadings, motions, notices, statements, schedules, applications, reports and other information papers filed in any other judicial or administrative proceeding as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. (a) Sellers agree that, From the date of this Agreement until the earlier of the Executory Contract Designation Deadline Closing Date, upon reasonable prior notice, and the termination of this Agreement, Purchaser shall except as determined in good faith to be entitled, through its Representatives or otherwise, appropriate to have reasonable access ensure compliance with any applicable Laws and subject to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations any applicable privileges (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any privilege) and contractual confidentiality agreement to which any Sellerobligations, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateuse, and shall cause their Subsidiaries and Affiliates to use, reasonable best efforts to cause each of their respective Representatives to cooperateto, with Purchaser and its (i) afford the Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoingBuyer reasonable access, subject during normal business hours, to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), the offices, properties and other facilitiesproperties, and books, Contracts books and records of the Business and (including any document retention policies of Sellersii) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as Purchaser the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer. (b) In addition to the provisions of Section 5.03, from and after the Closing Date, in connection with any reasonable business purpose, including the preparation of Tax Returns, addressing claims related to Excluded Liabilities, preparing financial statements, U.S. Securities and Exchange Commission reporting obligations and the determination of any matter relating to the rights or obligations of the Sellers or any of their Affiliates under this Agreement, the Business prior to the Closing or the Companion Agreements, upon reasonable prior notice and at the Sellers’ sole cost and expense, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Buyer shall and shall cause its Affiliates and Representatives to: (i) afford the Representatives of the Sellers and their Affiliates reasonable access (including the right to make, at the Sellers’ expense, photocopies), during normal business hours, to the offices, properties, books and records of the Buyer and its Affiliates and Representatives in respect of the Transferred Assets; (ii) furnish to the Representatives of the Sellers and their Affiliates such additional financial and other information regarding the Transferred Assets as is in the Buyer’s possession and control as the Sellers or their Representatives may from time to time reasonably request; and (iii) make available to the Representatives of the Sellers and their Affiliates the employees of the Buyer and its Affiliates whose assistance, subjectexpertise, testimony, notes and recollections or presence is necessary to assist the Sellers in connection with the Sellers’ inquiries for any of the purposes referred to above, including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the business or operations of the Buyer or any of its Affiliates; and provided, further, that the auditors and accountants of the Buyer or its Affiliates shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Buyer, the Sellers shall enter into a customary joint defense agreement with the Buyer and its Affiliates with respect to any information to be provided to the Sellers pursuant to this Section 5.02(b). No information, books, records or other documents accessed by the Sellers or their respective Affiliates or Representatives pursuant to this Section 5.02(b) shall be used for any purposes other than as expressly permitted by this Section 5.02(b). (c) Notwithstanding anything in this Agreement to the contrary, the Sellers shall not be required, prior to the Closing, to disclose, or cause the disclosure of, to the Buyer or its Affiliates or Representatives (or provide access to any offices, properties, books or records of the Sellers or any of their Affiliates that could result in the disclosure to such persons or others of) any confidential information relating to trade secrets, proprietary know-how, processes or patent, trademark, trade name, service ▇▇▇▇ or copyright applications or relating to any product development or pricing and marketing plans to the extent counsel to the Sellers, after consultation with counsel to the Buyer, advises that doing so would likely be a violation of applicable antitrust Laws, nor shall the Sellers be required to permit or cause others to permit the Buyer or its Affiliates or Representatives to have access to or to copy or remove from the offices or properties of the Sellers or any of their Affiliates any documents, drawings or other materials that might reveal any such confidential information. (d) During the period from the date of this Agreement through the earlier of the Closing Date or the termination of this Agreement pursuant to Article VIII, the Sellers shall periodically deliver to the Buyer, at intervals and in a form consistent with past practice between the Sellers and the Buyer during the negotiation of the transactions contemplated by this Agreement and which will be prepared consistent with the Agreed Financial Methodology, the following financial information related to the Business: (i) at the end of each fiscal year, (A) components of (1) the unaudited balance sheet of the Business as of the end of such year and (2) the unaudited statement of income for the Business for such year, in each case, in the format consistent with the 2015 Data (the financial information in these subsections (A)(1) and (A)(2) is referred to collectively herein as the “Interim Annual Data”), (B) the financial information described on Section 5.02(d)(i) of the Disclosure Schedule as “Manufacturing Production Cost by SKU” for such year (the financial information in this subsection (B) is referred to as the “Interim Additional Financial Information”) and (C) certain other financial information as described on Section 5.02(d)(i) of the Disclosure Schedule; (ii) at the end of each fiscal quarter after the date hereof, quarterly financial information with respect to volume by SKU and operating report detail; (iii) at the end of each fiscal quarter after the date hereof, the financial information described on Section 5.02(d)(i) of the Disclosure Schedule as “Income Statements”, “Manufacturing Production Cost by SKU”, “Manufacturing Variance Summary Data”, “Manufacturing Variance GL Data”, “Freight Cost”, “Plant PPV, HQ PPV, & Misc. Cost of W/S Sales”, “Centrally Managed Expenses”, “Shared Services Expenses”, “Asset Disposals”, “Agency flow data”, “Agency volume by SKU”, and “Manufacturing Plant Headcount”, in each case solely related to the confidentiality restrictions outlined Business for the quarter then ended (the financial information described in subsections (ii) and (iii) of this Section 6.15.02(d) is referred to collectively herein as the “Interim Quarterly Data”); and (iv) a good faith calculation of the Target Net Working Capital Amount based on the books and records of the Business that were used in preparing the 2015 Data. Notwithstanding anything contained herein The Sellers shall deliver to the contraryBuyer the data contemplated by this Section 5.02(d) promptly upon completion, Purchaser shall consult but in any event no later than, (w) one hundred twenty (120) days after the end of the applicable fiscal year with Sellers respect to deliveries made pursuant to Section 5.02(d)(i), (x) fifteen (15) Business Days after the end of the applicable quarter with respect to deliveries made pursuant to Section 5.02(d)(ii), (y) one hundred twenty (120) days after the end of the applicable fiscal quarter with respect to deliveries made pursuant to Section 5.02(d)(iii), and (z) prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in the Closing with respect to the deliveries made pursuant to Section 5.02(d)(iv). The calculation of the Transferred Real PropertyTarget Net Working Capital Amount will be (I) determined in accordance with the guidelines set forth on Section B-1 of the Disclosure Schedule and in accordance with the Agreed Financial Methodology and (II) subject to reasonable verification by the Buyer within thirty (30) days of delivery of such calculation. (e) The Sellers will, and will cause their Affiliates to, cooperate with the Buyer’s completion of its due diligence by providing to the Buyer certain identified information described in Section 5.02(e) of the Disclosure Schedule. With regard to the continuing diligence of the Buyer under this Agreement that takes place between the signing of this Agreement and the Closing, the parties agree to deal with one another in good faith consistent with historical practices for addressing economic disputes. (f) If any Seller enters into any Pre-Closing Material Contracts between the date hereof and the Closing Date, the Sellers will provide the Buyer as promptly as reasonably practicable prior to the Closing with true, correct and complete copies of all such contracts or agreements. If any Seller enters into any Shared Contracts or Specified Non-Transferring Contracts between the date hereof and the Closing Date, the Sellers will provide the Buyer as promptly as reasonably practicable with true, correct and complete copies of all portions of such Shared Contracts or Specified Non-Transferring Contracts, as applicable, that relate to the Business (together with such other portions thereof as are necessary to comprehend the terms thereof that apply to the Business).

Access to Information. (a) Sellers agree that, until Between the date hereof and the Second Closing or the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser BHC (i) shall be entitledgive Buyers and their authorized representatives reasonable access, through its Representatives or otherwiseduring regular business hours and upon reasonable advance notice, to have reasonable access to the executive officers and Representatives of Sellers and the properties such employees, plants, offices, warehouses, and other facilities, businessesand such books and records of the Fresh Produce Companies, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers as are reasonably necessary to allow Buyers and their Subsidiariesauthorized representatives to make such inspections as they may reasonably require to verify the accuracy of any representation or warranty contained in Article IV and (ii) shall cause BHC's officers and those of the Fresh Produce Companies to furnish Buyers and their authorized representatives with such financial and operating data and other information with respect to the Fresh Produce Companies or the DNAP Assets as Buyers may from time to time reasonably request; provided, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination BHC shall be permitted have the right to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary have a representative present at all times of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Sellersuch inspections, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designeeinterviews, and following examinations conducted at or on the Closingoffices or other facilities or properties of BHC or the Fresh Produce Companies. Buyers shall indemnify, to the Chief Restructuring Officer defend and hold harmless BHC from and against any Losses asserted against or suffered by BHC relating to, resulting from or arising out of Parent examinations or his inspections made by any Buyer or her designee. If any material is withheld its authorized representatives pursuant to this Section 6.1(a7.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 Each Buyer agrees that all Confidential Information shall be subject kept confidential by such Buyer and shall not be disclosed by such Buyer in any manner whatsoever; provided, however, that (i) any of such Confidential Information may be disclosed to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperatesuch directors, officers, employees, and authorized representatives (including without limitation attorneys, accountants, consultants, bankers, and financial advisors) of such Buyer (collectively, for purposes of this Section, "Savia Representatives") as need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such Savia Representatives shall cause their Subsidiaries be informed by Buyers of the confidential nature of such information and each shall be required to treat such information confidentially), (ii) any disclosure of their respective Representatives Confidential Information may be made to cooperatethe extent to which BHC consents in writing, and (iii) Confidential Information may be disclosed by Buyers or any Savia Representative to the extent that, in the opinion of counsel for Buyers or such Savia Representative, the applicable Buyer or such Savia Representative is legally compelled to do so, provided that, prior to making such disclosure, such Buyer or such Savia Representative, as the case may be, advises and consults with Purchaser BHC regarding such disclosure and its Representatives provided further that such Buyer or such Savia Representative, as the case may be, discloses only that portion of the Confidential Information as is legally required. Each Buyer agrees that none of the Confidential Information will be used for any purpose other than in connection with such investigation the transactions contemplated hereby. The term "Confidential Information," as used herein, means all information (irrespective of the form of communication) obtained by or on behalf of any Buyer from BHC or its representatives pursuant to this Section and examinationall similar information obtained from BHC or its representatives by or on behalf of any Buyer prior to the date of this Agreement, other than information which (i) was or becomes generally available to the public other than as a result of disclosure by any Buyer or any Savia Representative, or (ii) was or becomes available to Buyers on a nonconfidential basis prior to disclosure to any Buyer by BHC or its representatives. If this Agreement is terminated, Buyers shall promptly return, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere cause all Savia Representatives to promptly return, all Confidential Information to BHC without retaining any copies thereof, provided that such portion of the Confidential Information as consists of notes, compilations, analyses, reports, studies, or other documents prepared by any Buyer or Savia Representatives shall be destroyed. (c) Buyers agree that BHC may retain, subsequent to the consummation of the transactions contemplated hereby, (i) copies of any books and records which may be relevant in connection with the defense of (A) the matters referred to in Article XII or (B) disputes arising hereunder; and (ii) all consolidating and consolidated financial information and all other accounting books and records prepared or used in connection with the preparation of financial statements of BHC or any parent company of any of the Fresh Produce Companies. (d) The applicable Buyer agrees that, subsequent to the consummation of the transactions contemplated hereby, it shall preserve and keep all books and records relating to the business or operations of Sellers and their Subsidiariesthe Fresh Produce Companies on or before the Second Closing Date in such Buyer's possession for a period of at least 10 years after the Second Closing Date. Without limiting the generality of Notwithstanding the foregoing, subject the applicable Buyer agrees that it shall preserve and keep all books and records of the Fresh Produce Companies relating to Section 6.1(a), any investigation instituted by a Governmental Entity or any litigation (whether or not existing on the Second Closing Date) if any possibility exists that such investigation and examination shall include reasonable access or litigation may relate to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, matters occurring prior to the confidentiality restrictions outlined Second Closing, without regard to the 10-year period set forth in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property7.1(d).

Access to Information. (a) Sellers agree thatDuring the Interim Period, until upon reasonable prior written notice, the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateParties shall, and shall cause their Subsidiaries respective officers, directors, employees, agents, representatives, accountants and each counsel to, (a) afford the Buyer and its authorized Representatives reasonable access during normal business hours to the offices, properties, records, Contracts, Tax Returns and appropriate officers and employees of their respective Representatives the Business, and (b) furnish to cooperate, with Purchaser the Buyer and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information regarding the Business (or copies thereof) as Purchaser the Buyer or its Representatives may from time to time reasonably request, subject, in each case, as reasonably required in connection with the consummation of the Transactions; provided, however, that any such access shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Seller’s personnel and in such a manner as to not unreasonably interfere with the confidentiality restrictions outlined normal operations of Seller; provided, further, that with respect to any properties or other facilities of Seller (including the Transferred Entities), any such access shall not include access for the purpose of conducting any real property assessments, environmental analysis or other intrusive testing of any such properties, plants or other facilities. No investigation by the Buyer or other information received by the Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Seller Parties in this Section 6.1Agreement. Notwithstanding anything contained herein to the contrarycontrary in this Agreement, Purchaser the Seller Parties shall consult with Sellers not be required to disclose any information to the Buyer if such disclosure would, in Seller’s sole discretion, (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws or any directive or guideline issued by a Governmental Authority, fiduciary duty or Contract entered into prior to conducting any environmental investigations the date hereof; provided, however, that to the extent practicable and in accordance with such Law, duty or examinations Contract, and in a manner that does not result in the waiver of any natureprivilege, including Phase I and Phase II site assessments and any environmental sampling as applicable, the Seller Parties shall make commercially reasonable efforts, at the Buyer’s sole expense, to provide appropriate substitute arrangements for the disclosure of such information to the Buyer. The Buyer shall hold in respect of confidence all information so obtained in accordance with the Transferred Real PropertyConfidentiality Agreement.

Access to Information. (a) Sellers agree thatUpon reasonable notice, until each party shall, and shall cause its subsidiaries to, afford to the earlier officers, directors, employees, accountants, counsel, investment banker, financial advisor and other representatives of the Executory Contract Designation Deadline and other (collectively, "REPRESENTATIVES") reasonable access, during normal business hours throughout the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwiseperiod prior to the Closing Date, to have reasonable access to the executive officers and Representatives all of Sellers and the properties and other its properties, operating facilities, businesses, books, Contractscontracts, personnelcommitments and records (including, records and operations (including the Purchased Assets and Assumed Liabilitiesbut not limited to, Tax Returns) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller such party or any of their respective Representatives its subsidiaries is not under a legal obligation not to disclose information subject provide access or to the extent that such access would not constitute a waiver of the attorney-client privilege and does not unreasonably interfere with the business and operations of such party; provided that such right of access shall include reasonable environmental assessment with respect to any properties of the parties hereto or in conflict with any confidentiality agreement their respective subsidiaries. During such period, each party shall, and shall cause its subsidiaries to, furnish promptly to which any Sellerthe other (a) access to each reasonably available report, any Subsidiary of any Seller schedule and other document filed or received by it or any of their respective Representatives are bound (in which case, its subsidiaries pursuant to the extent requested by Purchaserrequirements of federal or state securities laws or filed with the SEC, Sellers will use reasonable best efforts to seek an amendment the Department of Justice, the Federal Trade Commission, any state authority with jurisdiction over public utilities or appropriate waiverany other federal or any state regulatory agency or commission, or necessary consentsand (b) all information concerning themselves, their subsidiaries, directors, officers and shareholders and such matters as may be reasonably requested by the other party in connection with any filings, applications or approvals required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, contemplated by this Agreement. All documents and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld information furnished pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 SECTION 4.10 shall be subject to restrictions set forth the Confidentiality Agreement, dated October 6, 2000, between J Net and the Company (the "CONFIDENTIALITY AGREEMENT"). The party requesting copies of any documents from any other party hereto shall be responsible for all out-of-pocket expenses incurred by the party to whom such request is made in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection complying with such investigation and examinationrequest, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies cost of Sellers) reproducing and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at delivering any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyrequired information.

Access to Information. Until the Closing or until this Agreement is earlier terminated, Seller shall afford to the officers, employees, agents and authorized representatives of Buyer (aincluding independent public accountants, financial advisors and attorneys) Sellers agree thatreasonable access during normal business hours, until upon reasonable advance written notice, to the earlier offices, properties and business, tax and accounting records (including computer files, retrieval programs and similar documentation) of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties Business and other facilities, businesses, books, Contracts, personnel, records and operations (including documents relating to the Purchased Assets and Assumed LiabilitiesLiabilities to the extent Buyer shall reasonably deem necessary in connection with the Transaction (including with respect to any assessment of the Estimated Closing Statement and the Estimated Closing Working Capital delivered by Seller pursuant to Section 1.5(a)) of Sellers and their Subsidiariesshall furnish to Buyer or its authorized representatives such additional information relating to the Purchased Assets and the Business as shall be reasonably requested; provided, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination Seller shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may not be required to avoid such conflict, violate any obligation of confidentiality to which Seller or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions its Affiliates are subject or applicable Law in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld discharging its obligations pursuant to this Section 6.1(a)5.3 and provided, Seller further that Buyer and its authorized representatives shall inform Purchaser in writing as to not conduct environmental sampling or testing of any kind without the general nature written permission of what is being withheld and the reason for withholding Seller. Buyer agrees that such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject conducted in such a manner as not to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially unreasonably interfere with the business operations of Sellers Seller and their Subsidiaries. Without limiting the generality its Affiliates, and Buyer and its representatives shall not speak to any of the foregoingemployees, subject customers, distributors, or suppliers of Seller and its Affiliates on matters related to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees the acquisition of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilitiesthe Business without the prior written consent of the General Counsel or Vice President-Business Development of Seller, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser permitted communications shall be made in the presence of a designated representative of Seller. No review or Representative of Purchaser, whether such meeting is in person, telephonic investigation by Buyer or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish its representatives pursuant to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein 5.3 shall affect the representations and warranties made by Seller pursuant to this Agreement or the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations remedies of any nature, including Phase I Buyer for breaches of those representations and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertywarranties.

Access to Information. (a) Sellers agree that, From the date hereof until the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a)upon reasonable notice, Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateshall, and shall cause their Subsidiaries and each of their respective Representatives to cooperatethe Target Companies to, with Purchaser and cause its Representatives in connection with such investigation and examinationofficers, directors, and each of Purchaser employees, and its Representatives shall use their its commercially reasonable best efforts to not materially interfere with cause its agents, representatives, accountants and counsel to: (a) afford the business officers, employees, agents, accountants, counsel and representatives of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, Buyer who are subject to Section 6.1(a)an appropriate confidentiality agreement reasonable access, such investigation and examination shall include reasonable access during normal business hours, to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), the offices, properties and properties, plants, other facilities, books and books, Contracts Records of the Target Companies and records (including any document retention policies of Sellersb) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives the officers, employees, agents, accountants, counsel and representatives of Buyer who are subject to an appropriate confidentiality agreement such additional financial and operating data and other information regarding the assets, properties, Liabilities and goodwill of the Target Companies (or legible copies thereof) as Purchaser Buyer may from time to time reasonably request, subject, in each caseor as may be reasonably necessary, to facilitate the confidentiality restrictions outlined in transactions contemplated by this Section 6.1. Notwithstanding anything contained herein Agreement, or for the purpose of preparing for the operation of the business of the Target Companies following the Closing, or otherwise for the purpose of preparing for Buyer’s post-Closing relationship with Seller and the Target Companies pursuant to this Agreement and the contraryAncillary Agreements; provided, Purchaser that (i) such investigation shall consult with Sellers prior only be upon reasonable notice and shall be at Buyer’s sole cost and expense; and (ii) Buyer and its representatives shall not be permitted to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and perform any environmental sampling in respect of the Transferred at any Owned Real Property or Leased Real Property, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions. All information obtained by Buyer and its representatives shall be subject to the Confidentiality Agreement. All requests for access pursuant to this Section 6.03(a) shall be made to Seller.

Access to Information. (a) Sellers agree that, until Between the earlier date of the Executory Contract Designation Deadline this Agreement and the termination of this AgreementClosing Date, Purchaser shall be entitledSellers will, through at reasonable times and upon reasonable notice: (i) give Buyer and its Representatives or otherwise, to have reasonable access to the executive officers its managerial personnel and Representatives of Sellers and the properties to all books, records, plans, equipment, offices and other facilities, businesses, books, Contracts, personnel, records facilities and operations (including properties constituting the Purchased Assets and Assumed LiabilitiesAssets; (ii) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection furnish Buyer with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information with respect to the Purchased Assets as Purchaser Buyer may from time to time reasonably request, subjectand permit Buyer to make such reasonable Inspections thereof as Buyer may request; (iii) furnish Buyer at its request a copy of each material report, in each case, schedule or other document filed by Sellers or any of their Affiliates with respect to the confidentiality restrictions outlined Purchased Assets with the SEC, FERC, NYPSC, NYDEC, PaPUC, PaDEP or any other Governmental Authority; and (iv) furnish Buyer with all such other information as shall be reasonably necessary to enable Buyer to verify the accuracy of the representations and warranties of Sellers contained in this Agreement; provided, however, that (A) any such inspections and investigations shall be conducted in such a manner as not to interfere unreasonably with the operation of the Purchased Assets, (B) Sellers shall not be required to take any action which would constitute a waiver of the attorney-client privilege, and (C) Sellers need not supply Buyer with any information which Sellers are under a legal or contractual obligation not to supply. Notwithstanding anything in this Section 6.1. Notwithstanding anything contained herein 6.2 to the contrary, Purchaser Sellers will only furnish or provide such access to Transferring Employee Records and will not furnish or provide access to other employee personnel records or medical information unless required by law or specifically authorized by the affected employee and Buyer shall consult with Sellers prior not have the right to conducting any environmental investigations perform or examinations of any nature, including Phase I and Phase II site assessments and conduct any environmental sampling in respect or testing at, in, on, or underneath the Purchased Assets. (b) Each Party shall, and shall use its best efforts to cause its Representatives to, (i) keep all Proprietary Information of the Transferred Real Propertyother Party confidential and not to disclose or reveal any such Proprietary Information to any person other than such Party's Representatives and (ii) not use such Proprietary Information other than in connection with the consummation of the transactions contemplated hereby. After the Closing Date, any Proprietary Information to the extent related to the Purchased Assets shall no longer be subject to the restrictions set forth herein. The obligations of the Parties under this Section 6.2(b) shall be in full force and effect for three (3) years from the date hereof and will survive the termination of this Agreement, the discharge of all other obligations owed by the Parties to each other and the closing of the transactions contemplated by this Agreement. (c) For a period of seven (7) years after the Closing Date (or such longer period as may be required by applicable law), each Party and its Representatives shall have reasonable access to all of the books and records of the Purchased Assets, including all Transferring Employee Records in the possession of the other Party to the extent that such access may reasonably be required by such Party in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the operation of the Purchased Assets. Such access shall be afforded by the Party in possession of any such books and records upon receipt of reasonable advance written notice and during normal business hours. The Party exercising this right of access shall be solely responsible for any costs or expenses incurred by it or the other Party with respect to such access pursuant to this Section 6.2(c). If the Party in possession of such books and records shall desire to dispose of any books and records upon or prior to the expiration of such seven-year period (or any such longer period), such Party shall, prior to such disposition, give the other Party a reasonable opportunity at such other Party's reasonable expense, to segregate and remove such books and records as such other Party may select. (d) Notwithstanding the terms of Section 6.2(b) above, the Parties agree that prior to the Closing Buyer may reveal or disclose Proprietary Information to any other Persons in connection with Buyer's financing of its purchase of the Purchased Assets or any equity participation in Buyer's purchase of the Purchased Assets (provided that such Persons agree in writing to maintain the confidentiality of the Proprietary Information in accordance with this Agreement). (e) Upon the other Party's prior written approval (which will not be unreasonably withheld), either Party may provide Proprietary Information of the other Party to the NYPSC, the PaPUC, the SEC, the FERC or any other Governmental Authority with jurisdiction or any stock exchange, as may be necessary to obtain Sellers' Required Regulatory Approvals, or Buyer Required Regulatory Approvals, respectively, or to comply generally with any relevant law or regulation. The disclosing Party will seek confidential treatment for the Proprietary Information provided to any Governmental Authority and the disclosing Party will notify the other Party as far in advance as is practicable of its intention to release to any Governmental Authority any Proprietary Information. (f) Except as specifically provided herein or in the Confidentiality Agreement, nothing in this Section shall impair or modify any of the rights or obligations of Buyer or its Affiliates under the Confidentiality Agreement, all of which remain in effect until termination of such agreement in accordance with its terms. (g) Except as may be permitted in the Confidentiality Agreement, Buyer agrees that, prior to the Closing Date, it will not contact any vendors, suppliers, employees, or other contracting parties of Sellers or their Affiliates with respect to any aspect of the Purchased Assets or the transactions contemplated hereby, without the prior written consent of Sellers, which consent shall not be unreasonably withheld. (i) Buyer shall be entitled to inspect, in accordance with this Section 6.2(h), all of the Purchased Assets located adjacent to any Point of Interconnection (as defined in the Interconnection Agreement), as shown in Schedule A to the Interconnection Agreement, to verify and/or determine the accuracy of the data, drawings, and records described in such Schedule. The Parties shall cooperate to schedule Buyer's inspection at the Facility so that any interference with the operation of the Facility is minimized, to the extent reasonably feasible, and so that Buyer may complete its inspections of the Facility within thirty (30) working days of commencement of inspections and within two (2) months after the execution of this Agreement. (ii) Sellers shall provide, or shall cause to be provided, to Buyer, access to the Facility at the times scheduled for the inspections. Buyer shall provide qualified engineering, operations, and maintenance personnel to escort Buyer's personnel and to assist Buyer's personnel in conducting the inspections. Sellers and Buyer shall each bear their own costs of participating in the inspections. At a mutually convenient time not more than one (1) month after Buyer has completed its inspections, the Parties shall meet to discuss whether, as a result of the inspections, it is appropriate to modify Schedule A to the Interconnection Agreement to portray more accurately the Points of Interconnection. Any modification to any portion of Schedule A of the Interconnection Agreement to which the Parties agree shall thereafter be deemed part of Schedule A of the Interconnection Agreement for all purposes under the Interconnection Agreement.

Access to Information. (a) Sellers agree that, From the date hereof until the earlier of (x) the Executory Contract Designation Deadline Closing and the (y) any termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld Agreement pursuant to this Section 6.1(a)7.1, upon reasonable notice, Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateshall, and shall cause their Subsidiaries and each of their respective Representatives its officers, directors, employees, auditors and agents to cooperate(i) afford the officers, with Purchaser employees and its Representatives in connection with such investigation and examination, and each representatives of Purchaser reasonable access, during normal business hours, to the offices, plants, warehouses, properties, Contracts, Tax Returns, books and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (records and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilitiesSeller, and books, Contracts and records (including any document retention policies of Sellersii) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives the officers, employees and representatives of Purchaser such additional financial and operating data and other information regarding the operations of Seller as are then in existence and as Purchaser may from time to time reasonably request; provided, subjecthowever, that such investigations shall not (i) unreasonably interfere with the operations of Seller or any of their Affiliates or (ii) include any rights to perform or conduct any Phase II environmental or other physically destructive testing or investigations without the prior written consent of Seller (which consent Seller shall have the right to withhold or condition in each caseits sole and absolute discretion). All information provided pursuant to this Section 4.3 shall be governed by the terms of the confidentiality agreement in place between Seller and Purchaser and all discussions by Purchaser or its representatives with any employees of Seller shall be coordinated only through Seller’s senior management and such senior management having the right but not the obligation to participate in or monitor such discussions; provided, however, Purchaser and its representatives shall have the right to meet privately with any employees and other independent contractors of Seller without Seller’s senior management or other representatives participating in such meetings to the confidentiality restrictions outlined extent the substance of such meetings do not involve and will be limited to discussions of and negotiations about such individual’s future employment, professional goals, role in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect future of the Transferred Real PropertyBusiness and future developments of the Business.

Access to Information. (a) Sellers agree that, From the time this Agreement is signed by all of the parties hereto until the earlier of Closing, Parent shall use its commercially reasonable efforts to cause the Executory Contract Designation Deadline Companies and their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford the termination of this AgreementPurchasers and their authorized representatives reasonable access, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access subject to the executive officers Confidentiality Agreements and Representatives of Sellers applicable Law and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted solely to the extent that it would, such access is available to Parent in Sellers’ reasonable determination, require the ordinary course of business and can be provided to the Purchasers without any Seller, any Subsidiary breach of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which caseContract, to the extent requested by Purchaseroffices and properties of each Company and, Sellers will use reasonable best efforts to seek an amendment or appropriate waiveron Parent’s premises, or necessary consentsthe Books and Records of each Company, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access and (ii) make available to the executive officers of Sellers shall be directedofficers, prior to the Closing, to the Chief Financial Officer of Parent or his designeeemployees, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld authorized agents and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality representatives of the foregoingPurchasers, subject to Section 6.1(a)on Parent’s premises, such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information regarding the Companies (or copies thereof) as any Purchaser may from time to time reasonably request, subjectsolely to the extent such access is available to Parent in the ordinary course of business and can be provided to the Purchasers without any violation of Law or breach of Contract; provided, however, that: (A) any such access or availability shall be provided at the expense of the Purchaser(s) requesting such access or available, during normal business hours upon reasonable advance notice to Parent, under the supervision of Parent’s personnel and in such a manner as not to interfere with the normal operations of the Companies; (B) all requests by the Purchasers for access or availability pursuant to this Section 5.02 shall be submitted or directed exclusively to an individual to be designated by Parent; and (C) Parent and the Companies shall not be required to provide any Books and Records or reports based thereon that they do not maintain or prepare in the ordinary course of their business. Notwithstanding anything to the contrary in this Agreement, Parent shall not be required to disclose any information to the Purchasers if such disclosure would, in Parent’s sole discretion, (i) cause significant competitive harm to Parent or the Companies and their respective businesses if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. (b) Following the Closing, as soon as available but in no event later than February 14, 2008, Master LLC shall provide to Parent the audited combined consolidated balance sheet of the Companies and the related audited combined consolidated statements of operations, stockholders’ or members’ equity and cash flows of the Companies for the period beginning on January 1, 2007 and ending on December 31, 2007. In addition, as soon as available but in no event later than 90 days following the Closing Date, Master LLC shall provide to Parent, the audited combined consolidated balance sheet of the Companies and the related audited combined consolidated statements of operations, stockholders’ or members’ equity and cash flows of the Companies for the period beginning on January 1, 2008 and ending on the Closing Date (such period ending on the Closing Date, the “Stub Period”). In each case, such financial reports shall be accompanied by the report thereon of the Auditors (as such term is defined in the LLC Agreement). The Purchasers and Master LLC shall cause the Auditors to provide such consents as are required for Parent to comply with the confidentiality restrictions outlined Exchange Act and the rules and regulations promulgated thereunder, and shall otherwise cooperate with Parent in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult order that Parent may comply with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling such obligations in respect of Master LLC. The fees and expenses of the Transferred Real PropertyAuditors for preparing the audited financial statements relating to the Stub Period shall be borne by Parent.

Access to Information. The Acquiror shall afford Acquiree its accountants, counsel and other representatives (a) Sellers agree thatincluding the Acquiree Shareholders), until the earlier of the Executory Contract Designation Deadline and the termination of this Agreementreasonable access, Purchaser shall be entitled, through its Representatives or otherwiseduring normal business hours, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businessesproperties, books, Contracts, personnel, records and operations (including personnel of the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require Acquiror at any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, time prior to the ClosingClosing in order to enable Acquiree obtain all information concerning the business, to assets and properties, results of operations and personnel of the Chief Financial Officer of Parent or his designee, and following Acquiror as Acquiree may reasonably request. No information obtained in the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld foregoing investigation by Acquiree pursuant to this Section 6.1(a7.1 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Acquiror or the Acquiror Principal Shareholders to consummate the transactions contemplated hereby. The Acquiree shall afford Acquiror its accountants, counsel and other representatives (including the Acquiror Shareholders), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperatereasonable access, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the during normal business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each casehours, to the confidentiality restrictions outlined properties, books, records and personnel of the Acquiree at any time prior to the Closing in order to enable Acquiror obtain all information concerning the business, assets and properties, results of operations and personnel of the Acquiree as Acquiror may reasonably request. No information obtained in the foregoing investigation by Acquiror pursuant to this Section 6.1. Notwithstanding anything 7.1 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect obligations of the Transferred Real PropertyAcquiree or the Acquiree Principal Shareholders to consummate the transactions contemplated hereby.

Access to Information. (a) Sellers agree thatBetween the date of this Agreement and the Closing Date, until the earlier each of the Executory Contract Designation Deadline Seller and the termination of this AgreementCompany will, Purchaser shall be entitled, through its during ordinary business hours and upon reasonable notice: (i) give the Buyer and the Buyer Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties all books, records, plants, offices and other facilities, businesses, books, Contracts, personnel, records facilities and operations properties of such Person (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it wouldlimited, in Sellers’ reasonable determination, require any the case of Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested they constitute the Related Assets or Assumed Obligations), but only to the extent to which the Buyer is not denied access by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to law; (ii) permit the access requested)Buyer to make such reasonable inspections thereof as the Buyer may reasonably request; provided further, that notwithstanding (iii) furnish the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection Buyer with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information related to the West Virginia Gas Distribution Business as Purchaser the Buyer may from time to time reasonably request, subjectincluding an unaudited consolidated balance sheet of the Company and an unaudited balance sheet for the Related Assets in respect of each fiscal quarter completed from and after the date hereof, in provided, however, that neither the Seller nor the Company shall be required to create special reports or perform any studies; (iv) furnish the Buyer a copy of each casematerial report, schedule or other document filed or received by it (but only to the confidentiality restrictions outlined extent related to the Related Assets in the case of Seller) with or from the SEC or the Public Service Commission; and (v) allow Buyer to perform or conduct ASTM 1527 Phase I environmental assessments at the Related Assets or at any property or facility or real estate owned by the Company, provided, however, that (A) any such investigation shall be conducted in such manner so as not to interfere with the operation of the West Virginia Gas Distribution Business, (B) neither the Seller nor the Company shall be required to take any action which would constitute a waiver of the attorney-client privilege and (C) the Seller and the Company need not supply the Buyer with any information which the Seller or the Company is under a legal obligation not to supply. Notwithstanding anything in this Section 6.1. Notwithstanding anything contained herein 7.2 to the contrary, Purchaser (i) the Seller and the Company shall consult with Sellers prior furnish or provide such access to conducting any environmental investigations Transferring Employee Records and personnel and medical records to the extent permitted by Law or examinations of any nature, including Phase I as required by legal process or subpoena and Phase II site assessments and (ii) the Buyer shall not have the right to perform or conduct any environmental sampling in respect or testing at, in, on or underneath the Related Assets or at any property or facility or real estate owned by the Company. (b) All information furnished to or obtained by the Buyer and the Buyer Representatives pursuant to this Section 7.2 or the Related Agreements shall be subject to the provisions of the Transferred Real PropertyConfidentiality Agreement and shall be treated as “Information” (as defined in the Confidentiality Agreement). (c) For a period of six years after the Closing Date, each party and its representatives shall have reasonable access to all of the books and records related to the Related Assets, the Assumed Obligations and the Company, including all Transferring Employee Records, in the possession of the other party to the extent that such access may reasonably be required by such party and to the extent permitted under applicable Law. Such access shall be afforded by the party or parties in possession of such books and records upon receipt of reasonable advance notice and during normal business hours. The party or parties exercising this right of access shall be solely responsible for any costs or expenses incurred by it or them pursuant to this Section 7.2(c). If the party or parties in possession of such books and records shall desire to dispose of any such books and records upon or prior to the expiration of such six-year period, such party or parties shall, prior to such disposition, give the other party or parties a reasonable opportunity at such other party’s or parties’ expense, to segregate and remove such books and records as such other party or parties may select. (d) The Seller agrees, and agrees to cause the Company, not to release any Person (other than the Buyer and its Affiliates) from any confidentiality agreement now existing with respect to the West Virginia Gas Distribution Business, or waive or amend any provision thereof. (e) Unless otherwise agreed to in writing by the Buyer, for a period commencing on the Closing Date and terminating three years after such date the Seller shall, except as may be required by Law or legal process, keep all Information (as defined in the Confidentiality Agreement) confidential and (i) shall not disclose or reveal any Information (as defined in the Confidentiality Agreement) to any Person other than Seller’s Representatives who are actively and directly participating in the transactions contemplated hereby or who otherwise need to know the Information for such purpose and shall cause those Persons to observe the terms of this Section 7.2(e) and (ii) shall not use Information for any purpose other than consistent with the terms of this Agreement. The Seller shall continue to hold all Information according to the same internal procedures and with the same degree of care regarding its secrecy and confidentiality as currently applicable thereto. The Seller shall notify the Buyer of any unauthorized disclosure to third parties that it discovers, and shall endeavor to prevent any further such disclosures. The Seller shall be responsible for any breach of the terms of this Section 7.2(e) by the Seller or the Seller’s Representatives. (f) After the Closing Date, in the event that the Seller is requested pursuant to, or required by, applicable Law or regulation or by legal process to disclose any Information, or any other information concerning the Related Assets, the Company, the Assumed Obligations, or the transactions contemplated hereby, the Seller shall provide the Buyer with prompt notice of such request or requirement in order to enable the Buyer, at its expense, to seek an appropriate protective order or other remedy, to consult with the Seller with respect to taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of Section 7.2(e). The Seller agrees not to oppose any action by the Buyer to obtain a protective order or other appropriate remedy after the Closing Date. In the event that no such protective order or other remedy is obtained, or that the Buyer waives compliance with the terms of Section 7.2(e), the Seller shall furnish only that portion of the Information which the Seller is advised by counsel is legally required. In any such event the Seller shall use its reasonable best efforts to ensure that all Information and other information that is so disclosed will be accorded confidential treatment.

Access to Information. From the date hereof until the Closing, Seller shall (a) Sellers agree that, until afford Buyer and its Representatives reasonable access to and the earlier right to inspect all of the Executory Contract Designation Deadline properties, assets, premises, Books and Records, Assigned Contracts and other documents and data related to the termination Business; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller to cooperate with Buyer in its investigation of the Business; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller's personnel and in such a manner as not to interfere with the conduct of the Business or any other businesses of Seller. All requests by Buyer for access pursuant to this Section 6.03 shall be submitted or directed exclusively to Seller or Owners, or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller's sole discretion: (x) cause significant competitive harm to Seller and its businesses, including the Business, if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior . Prior to the Closing, to the Chief Financial Officer of Parent or his designeeand in concert with Seller, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, Buyer shall have the right to be present at contact and discuss the operation of the Business with Seller's ten (10) largest customers by volume, five (5) largest suppliers by volume and all major distributors. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any meeting between any such accountant and Purchaser access or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish information provided pursuant to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property6.03.

Access to Information. (a) Sellers agree thatUpon reasonable notice by Verizon, until NorthPoint shall, and shall cause its Subsidiaries, and its and their officers, directors, employees, auditors, counsel and agents to, afford the earlier officers, employees, auditors, counsel and agents of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have Verizon with reasonable access during normal business hours to the executive officers NorthPoint's and Representatives of Sellers and the properties its Subsidiaries' officers, employees, auditors, counsel agents, properties, offices and other facilitiesfacilities and to their respective books and records, businessesand shall furnish Verizon with financial, books, Contracts, personnel, records operating and operations (including the Purchased Assets other data and Assumed Liabilities) of Sellers and their Subsidiariesinformation as Verizon may reasonably request, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict connection with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such materialconfirmatory due diligence. (b) Any investigation and examination contemplated by this Verizon agrees that all information received from NorthPoint pursuant to Section 6.1 7.4(a) hereof shall be subject deemed received pursuant to restrictions set forth in Section 6.24 the Nondisclosure Agreement and under applicable Law. Sellers Verizon shall cooperatecomply, and shall cause their its Subsidiaries and each of its and their respective Representatives officers, directors, employees, financial advisors and agents ("Party Representatives") to cooperatecomply, with Purchaser the provisions of the Nondisclosure Agreement with respect to such information and the provisions of the Nondisclosure Agreement are hereby incorporated herein by reference with the same effect as if fully set forth herein, provided that such information may be used for any purpose contemplated hereby. (c) Upon reasonable notice by NorthPoint, Verizon shall afford, and shall cause its Subsidiaries and its Representatives and their officers, directors, employees, auditors, counsel and agents to afford, the officers, employees, auditors, counsel and agents of NorthPoint with reasonable access during normal business hours to Verizon's and its Subsidiaries' officers, employees, auditors, counsel agents, properties, offices and other facilities and to their respective books and records, but in each case only to the extent related to the Verizon DSL Business, and shall furnish NorthPoint with financial, operating and other data and information regarding the Verizon DSL Business as NorthPoint may reasonably request, including in connection with such investigation confirmatory due diligence. (d) NorthPoint agrees that all information received from Verizon pursuant to Section 7.4(c) hereof shall be deemed received pursuant to the Nondisclosure Agreement and examinationNorthPoint shall comply, and shall cause its Subsidiaries and each of Purchaser its and its their Party Representatives shall use their reasonable best efforts to not materially interfere comply, with the business of Sellers and their Subsidiaries. Without limiting the generality provisions of the foregoingNondisclosure Agreement with respect to such information and the provisions of the Nondisclosure Agreement are hereby incorporated herein by reference with the same effect as if fully set forth herein, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to such information may be present at used for any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertypurpose contemplated hereby.

Access to Information. (a) Sellers agree that, From the date hereof until the earlier Closing, Holdings and the Companies shall (i) afford Parent and its Representatives full and free access to and the right to inspect all of the Executory Contract Designation Deadline Real Property, properties, assets, premises, books and records, Contracts and other documents and data related to the termination of this Agreement, Purchaser shall be entitled, through Holdings Entities; (ii) furnish Parent and its Representatives or otherwisewith such financial, to have reasonable access operating and other data and information related to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller Holdings Entities as Parent or any of their respective its Representatives may reasonably request; and (iii) instruct the Representatives of the Holdings Entities to cooperate with Parent in its investigation of the Holdings Entities. Without limiting the foregoing, Holdings and the Companies shall permit Parent and its Representatives to disclose information subject to attorneyconduct non-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to intrusive environmental due diligence on the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure Holdings Entities and the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designeeReal Property. If any material is withheld Any investigation pursuant to this Section 6.1(a)5.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Holdings Entities. No investigation by Parent or other information received by Parent shall operate as a waiver or otherwise affect any representation, Seller shall inform Purchaser warranty or agreement given or made by the Holdings Entities in writing as to the general nature of what is being withheld and the reason for withholding such materialthis Agreement. (b) Any investigation The Member Representative shall hold in confidence all documents and examination contemplated by this Section 6.1 shall be subject information furnished to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives it in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1transactions contemplated hereby. Notwithstanding anything contained herein to the contrary, Purchaser following Closing, the Member Representative shall consult with Sellers prior be permitted to conducting any environmental investigations disclose information as required by Law or examinations of any nature, including Phase I to advisors and Phase II site assessments and any environmental sampling in respect representatives of the Transferred Real PropertyMember Representative and to Holdings and the Members, in each case who have a need to know such information, provided that such persons are subject to confidentiality obligations with respect thereto.

Access to Information. (a) Sellers agree that, until During the earlier of period from the Executory Contract Designation Deadline and the termination date of this AgreementAgreement through the Effective Time (the “Pre-Closing Period”), Purchaser the Company and each of its Subsidiaries shall be entitled, through its Representatives or otherwise, to have reasonable access afford to the executive officers Buyer and Representatives its Subsidiaries and each of Sellers and the properties their accountants, counsel, financial advisors and other facilitiesrepresentatives of Buyer, businessesreasonable access, and permit them to make such inspections as they may reasonably require of all of their respective properties, books, Contractscontracts, personnel, commitments and records (including engineering records and operations (including Tax Returns and the Purchased Assets work papers of independent accountants, if available and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted subject to the extent that it wouldconsent of such independent accountants) and, in Sellers’ reasonable determinationduring such period, require any Sellerthe Company shall, any Subsidiary and shall cause its Subsidiaries to promptly make available to Buyer all personnel of any Seller the Company or any of their respective Representatives its Subsidiaries knowledgeable about matters relevant to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent such inspections as reasonably requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designeeBuyer. If any material is withheld No investigation pursuant to this Section 6.1(a), Seller 5.1 shall inform Purchaser affect any representation or warranty in writing as this Agreement of any party hereto or any condition to the general nature obligations of what is being withheld the parties hereto. All information obtained by Buyer and its representatives pursuant to this Section 5.1 shall be kept confidential in accordance with the Confidentiality Agreement dated July 12, 2004 between Buyer and the reason for withholding such materialCompany (the “Confidentiality Agreement”). (b) Any investigation The Company agrees to provide Buyer and examination contemplated by its agents and representatives with reasonable access to its employees during normal working hours following the date of this Section 6.1 Agreement, and after consultation with the Company to, among other things, deliver offers of continued employment contingent upon Closing and to provide information to such employees about Buyer; provided, however, that the Company and its agents and representatives shall be subject permitted to restrictions set forth participate in Section 6.24 and under applicable Law. Sellers shall cooperatesuch activities. (c) During the Pre Closing Period, the Company shall, and shall cause their its Subsidiaries to, permit Buyer’s senior officers to meet during normal working hours with the controller and each other officers of their respective Representatives to cooperate, with Purchaser the Company responsible for the Company’s financial statements and the internal controls of the Company and its Representatives in connection with Subsidiaries to discuss such investigation and examination, and each of Purchaser and matters as Buyer may deem necessary or appropriate for Buyer to satisfy its Representatives shall use their reasonable best efforts to not materially interfere with obligations under the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real PropertySarbanes Oxley Act.

Access to Information. (a) Sellers agree that, until prior to the earlier of the Executory Contract Designation Deadline and the termination of this AgreementClosing Date, Purchaser Buyer shall be entitled, through its Representatives or otherwiseofficers, employees and representatives (including legal advisors, Financing Sources, consultants, appraisers and accountants), to have make such investigation of the properties (including non-invasive environmental site assessments), businesses and operations of Sellers’ businesses (including any of the Properties) and such examination of the Books and Records of Sellers’ businesses, the Acquired Assets and the Assumed Liabilities as is reasonable access (and reasonably requested) and to make extracts and copies of such Books and Records. Any such investigation and examination shall be conducted in a reasonable manner (and shall not unreasonably interfere with the operations of Sellers), during regular business hours upon reasonable advance notice and under reasonable circumstances and shall be subject to any applicable restrictions under applicable Law. Sellers shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Sellers to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and Buyer’s representatives shall reasonably cooperate with Sellers and Sellers’ representatives and Buyer and Buyer’s representatives shall, at all times and at the discretion of Sellers, take all reasonable measures to minimize any disruption to Sellers’ business. Notwithstanding anything herein to the executive officers and Representatives of Sellers and the properties and other facilitiescontrary, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, would (x) require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Sellerprivilege, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, provided that Sellers will shall use reasonable best efforts to seek provide information in response to such an amendment investigation or appropriate waiver, examination in a form or necessary consents, as may be required manner that would not waive such attorney-client privilege (including by redacting or otherwise not disclosing any portion thereof the disclosure of which would jeopardize such privilege) or (y) conflict with any confidentiality obligations to avoid such conflict, which the Sellers or restructure the form any of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyare bound.

Access to Information. (a) During the Pre-Closing Period, upon reasonable prior written notice, Sellers agree thatshall (solely to the extent possible without incurring third-party costs and expenses unless requested by Buyer as set forth herein) (i) afford the Representatives of Buyer reasonable access, until the earlier during normal business hours, to their properties, books and records of the Executory Contract Designation Deadline and the termination of this AgreementBusiness, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Transferred Assets and Assumed Liabilities, (ii) of Sellers and their Subsidiaries, including access furnish to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld Buyer and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each Representatives of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives Buyer such additional financial and operating data Data and other information regarding the Business, Transferred Assets and Assumed Liabilities as Purchaser Buyer or its Representatives may from time to time reasonably requestrequest for purposes of consummating the Transactions, subjectand (iii) make available to Buyer and its Representatives, during normal business hours, those directors, officers, employees, auditors, accountants and other Representatives of Sellers, except, in each casethe case of (i), (ii) and (iii), as set forth in Section 6.03(b); provided, however, to the confidentiality restrictions outlined extent that Buy▇▇ ▇▇quests, in writing, for Sellers to incur any third-party costs and expenses to comply with the obligations set forth in this Section 6.1. 6.03(a), then Buy▇▇ ▇▇all promptly reimburse Sellers for such costs in accordance with the terms set forth in such written notice to Sellers. (b) Notwithstanding anything contained in this Agreement to the contrary, (i) (A) in no event shall the Sellers or their respective Affiliates be obligated to provide any (1) access or information in violation of any applicable Law, or any Order of the Bankruptcy Court, (2) information the disclosure of which could reasonably be expected to jeopardize any applicable privilege (including the attorney-client privilege) available to any of the Sellers or any of their respective Affiliates relating to such information, or (3) copies of bids, letters of intent, expressions of interest or other proposals received from other Persons in connection with the Transactions (or any sale of the equity of one or more of the Sellers) or information and analyses relating to such communications, except to the extent required in the Bidding Procedures Order (provided, in the case of (1) and (2), that the Sellers shall give Buyer notice of any information so withheld and the Parties shall cooperate in seeking to allow disclosure of such information in a manner that is not reasonably likely to cause any violation of applicable Law or any Order of the Bankruptcy Court or jeopardize any privilege), and (B) any access or investigation contemplated by Section 6.03(a) shall not unreasonably interfere with any of the businesses, personnel or operations of any of the Sellers or any of their respective Affiliates or the Business; provided, that any confidential, non-public information disclosed to Buyer or any Representative of any Buyer pursuant to this Section 6.03 shall be treated as Evaluation Material pursuant to the Confidentiality Agreement; (ii) the auditors and accountants of any of the Sellers or any of their respective Affiliates or the Business shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants; and (iii) Notwithstanding anything herein to the contrary, Purchaser Sellers shall consult with Sellers prior not be required to conducting provide access or make any environmental investigations disclosure to Buyer or examinations its Representatives pursuant to this Section 6.03 to the extent that such access or information is reasonably pertinent to an Action where Seller or any of its Affiliates, on the one hand, and Buyer or any natureof its Affiliates, including Phase I and Phase II site assessments and any environmental sampling in respect of on the Transferred Real Propertyother hand, are adverse parties.

Access to Information. (a) Sellers agree thatPrior to the Closing, until the earlier Seller shall, and shall cause each of the Executory Contract Designation Deadline its applicable Affiliates to, provide Purchaser and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have with reasonable access to (i) all of the executive officers Acquired Assets, (ii) senior management of the Crimson Business and Representatives of Sellers and the properties and (iii) any other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted information relating solely to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller Crimson Business as Purchaser or any of their respective its Representatives may reasonably request, provided that such request is for a reasonable purpose, subject in all cases to disclose reasonable restrictions imposed from time to time upon advice of counsel in respect of applicable Governmental Rules relating to the confidentiality of information. All access and investigation pursuant to this Section 6.10 shall be (A) conducted during normal business hours upon reasonable advance notice to Seller, (B) conducted in such a manner as not to interfere with the normal operations of the Crimson Business, (C) coordinated through the Seller’s General Counsel or a designee thereof and (D) conducted at Purchaser’s sole cost and expense, and Seller shall have the right to have one or more of its Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 6.10, provided, however, Seller shall not be required to provide (i) information the disclosure of which is legally or contractually prohibited and (ii) such portions of documents or information which are subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary and the provision of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consentswhich, as determined by Seller’s legal counsel may be required eliminate the privilege pertaining to avoid such conflict, or restructure documents. Without limiting the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a)foregoing, Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with permit Purchaser and its Representatives in connection with such investigation to conduct health, safety and examination, and systems investigations of each of Purchaser and its Representatives shall use their reasonable best efforts Owned Real Property that will be subject to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoingan Owned Property Lease or any Leased Real Property, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations terms of any nature, including Phase I and Phase II site assessments and applicable Lease. Purchaser will hold any environmental sampling information obtained pursuant to in respect of confidence in accordance with the Transferred Real PropertyConfidentiality Agreement pursuant to Section 7.3(a).

Access to Information. (a) Sellers agree thatSubject to Section 5.03(b), from the date of this Agreement until the earlier of Closing, upon reasonable notice and during normal business hours, and subject to Applicable Law, the Executory Contract Designation Deadline Sellers shall and the termination of this Agreement, shall cause each Acquired Company to (i) give Purchaser shall be entitled, through and its Representatives or otherwise, to have reasonable access to the executive officers offices, properties, books and Representatives records of Sellers and the properties and other facilitiesAcquired Companies, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilitiesii) of Sellers and their Subsidiaries, including access furnish to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information relating to the Acquired Companies as Purchaser such Persons may from time to time reasonably request, subjectin the same form provided to Purchaser during its due diligence review, provided, that the Sellers need not provide financial and operating data any earlier than such information would otherwise be available in the ordinary course of business consistent with past practice, and (iii) instruct the Representatives of the Acquired Companies to cooperate with Purchaser in its investigation of the Acquired Companies. Any investigation pursuant to this Section 5.03(a) shall be conducted in such manner as not to be disruptive or interfere unreasonably with the conduct of the business of the Acquired Companies. Prior to the Closing, with the prior written consent of the Sellers, which shall not be unreasonably withheld, conditioned or delayed, (A) Purchaser may contact any Suppliers to, or customers of, the Acquired Companies, and (B) Purchaser shall have the right to perform invasive or subsurface investigations of the properties or facilities of the Acquired Companies. All information provided to Purchaser and its Affiliates and Representatives pursuant to this Agreement shall be considered confidential. (b) The Sellers may (i) withhold from Purchaser any Contracts entered into after the date hereof and which the Sellers provide notice to Purchaser of the fact that such Contracts cannot be provided to Purchaser under Applicable Law, or (ii) prohibit any investigation or examination under Section 5.03(a), where, in each casethe case of clause (ii), the Sellers have determined, in its reasonable judgment and on the advice of outside legal counsel, that doing so would (A) violate Applicable Law, (B) breach a Contract or obligation of confidentiality owing to a third party, or (C) constitute a waiver of attorney-client privilege, it is agreed that the confidentiality restrictions outlined Sellers shall give notice to Purchaser of the fact that it is withholding such Contracts or information, and thereafter the Sellers and Purchaser shall, if permissible, reasonably cooperate (including by entering into a joint defense or similar agreement) to cause such information or documents to be provided in this Section 6.1a manner that would not reasonably be expected to waive the applicable privilege or protection or violate the applicable restriction. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior not have access to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect personnel records of the Transferred Real PropertyAcquired Companies relating to individual performance or evaluation records, medical histories or other information, the disclosure of which would result in the violation of Applicable Law.

Access to Information. (a) Sellers agree that, From the date of this Agreement until the earlier of the Executory Contract Designation Deadline Closing, upon reasonable notice, Citrix shall use its reasonable best efforts to (i) afford Parent and the termination of this Agreement, Purchaser shall be entitled, through its authorized Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts books and records of the SpinCo Business; and (including any document retention policies ii) furnish to the authorized Representatives of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries Parent such additional available information regarding the SpinCo Business (provided that Sellers and each of their respective Subsidiariesor copies thereof), as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser Parent may from time to time reasonably request; provided that (x) any such access or furnishing of information shall be conducted at Parent’s expense, subjectduring normal business hours, under the supervision of Citrix’s personnel and in each case, such a manner as not to unreasonably interfere with the confidentiality restrictions outlined in normal operations of the SpinCo Business; (y) all requests for access pursuant to this Section 6.17.04(a) shall be made in writing and shall be directed to and coordinated with a person or persons designated by Citrix in writing; and (z) Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any Citrix Entity in connection with the transactions contemplated by this Agreement, the Loan Agreement, the Separation Agreement and the Ancillary Agreements, whether in person or by telephone, mail, or other means of communication, without the prior written authorization of Citrix (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything contained herein to the contrarycontrary in this Agreement, Purchaser Citrix shall consult with Sellers prior not be required to conducting provide any environmental investigations access or examinations disclose any information to Parent or its Representatives if such disclosure would reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege; (B) contravene any applicable Law, fiduciary duty or agreement; or (C) result in the loss of protection of any natureproprietary information or Trade Secrets of any Citrix Entity. When accessing any of Citrix’s properties, including Phase I Parent shall, and Phase II site assessments and any environmental sampling in respect shall cause its Representatives to, comply with all of Citrix’s security requirements for the applicable property; provided that Citrix shall give notice to Parent of the Transferred Real Propertyfact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter Citrix and Parent shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such applicable Law, fiduciary duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, in no event shall Citrix be required to provide any information relating to any Excluded Assets or Excluded Liabilities. (b) From the date of this Agreement until the Closing, upon reasonable notice, Parent shall use its reasonable best efforts to (i) afford Citrix and its authorized Representatives reasonable access to the offices, properties and books and records of the businesses of Parent and its Subsidiaries; and (ii) furnish to the authorized Representatives of Citrix such additional available information regarding the businesses of Parent and its Subsidiaries (or copies thereof), as Citrix may from time to time reasonably request; provided that (x) any such access or furnishing of information shall be conducted at Citrix’s expense, during normal business hours, under the supervision of the personnel of Parent or its Subsidiaries and in such a manner as not to unreasonably interfere with the normal operations of the businesses of Parent and its Subsidiaries; (y) all requests for access pursuant to this Section 7.04(b) shall be made in writing and shall be directed to and coordinated with a person or persons designated by Parent in writing; and (z) Citrix shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any Parent Entity in connection with the transactions contemplated by this Agreement, the Separation Agreement and the Ancillary Agreements, whether in person or by telephone, mail, or other means of communication, without the prior written authorization of Parent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Agreement, Parent shall not be required to provide any access or disclose any information to Citrix or its Representatives if such disclosure would reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege; (B) contravene any applicable Law, fiduciary duty or agreement; or (C) result in the loss of protection of any proprietary information or Trade Secrets of any Parent Entity; provided that the Parent shall give notice to Citrix of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(b) and thereafter Citrix and Parent shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such applicable Law, fiduciary duty or agreement, or result in any loss of such protection of proprietary information. When accessing any of the properties of Parent or its Affiliates, Citrix shall, and shall cause its Representatives to, comply with all of Parent’s or its Affiliates’ security requirements for the applicable property.

Access to Information. (a) Sellers agree that, From the date of this Agreement until the Closing Date or earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall will be entitled, through its officers, employees and other Representatives or otherwise(including its legal advisors and accountants), to have reasonable access to make such investigation of the executive officers and Representatives of Sellers and the properties and other facilitiesproperties, businesses, books, Contracts, personnel, records businesses and operations (including of the Purchased Assets Entities and Assumed Liabilities) such examination of Sellers the books and their Subsidiaries, including access records of the Entities as it reasonably requests and to systems, data, databases for benefit plan administration; provided however, that no make extracts and copies of such books and records. Any such investigation or examination shall be permitted to the extent that it wouldexamination, in Sellers’ reasonable determination, require and all communications with any Seller, any Subsidiary of any Seller or any of Entity and their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a)8.1, Seller shall inform Purchaser in writing as will be coordinated through representatives designated by Seller. NIIH will cause the officers, employees, consultants, agents, accountants, attorneys and other Representatives of the Entities to cooperate with the general nature reasonable requests of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall will cooperate with the Entities and their respective Representatives and will use their its reasonable best efforts to not materially interfere minimize any disruption to the Entities’ business. No such investigation or examination will be permitted to the extent that it would require any Entity to disclose information regarding any bids, the identity of any bidder, confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other proposals received, in each case prior to the date of this Agreement, in connection with transactions comparable to those contemplated by this Agreement or any information or analysis relating to any such communications. Notwithstanding anything to the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoingcontrary in this Section 8.1, subject to Section 6.1(a), (i) any such investigation and examination shall include will be conducted upon reasonable access notice and under reasonable circumstances during regular business hours and will be subject to Sellers’ executive officers restrictions under applicable Law and (and employees ii) none of Sellers and their respective Subsidiaries identified by such executive officers)Parent, officesSeller, properties and other facilitiesAI Brazil or any Entity will be required to permit any inspection, and booksor to disclose any information, Contracts and records (including any document retention policies that in the reasonable judgment of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective SubsidiariesParent, Seller, AI Brazil or the Entities, as applicable, shall have would (A) waive the right protection of an attorney-client privilege or (B) would violate any confidentiality obligations to be present at which Parent, Seller, AI Brazil or any meeting between any such accountant and Purchaser or Representative of PurchaserEntity is bound; provided that Parent, whether such meeting is in personSeller, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each casethe applicable Entity or, to the extent related to AI Brazil’s interest in the Entities, AI Brazil, shall use commercially reasonable efforts to permit such inspection or provide such information in a manner that would not result in the waiver of such privilege or violate such confidentiality restrictions outlined obligations, including, in this Section 6.1the case of clause (B), by obtaining the consent of such third party if so requested by Purchaser. Notwithstanding anything Nothing contained herein is intended to modify or terminate the contraryConfidentiality Agreements, which will remain in full force and effect and applicable to Evaluation Material (as defined in the Confidentiality Agreements) provided to Purchaser shall consult with Sellers prior to conducting any environmental investigations and its Representatives hereunder or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyconnection herewith.

Access to Information. (a) Sellers agree thatAll information furnished pursuant to this Agreement shall be subject to the Confidentiality Agreement. (b) On reasonable notice, until during normal business hours during the period from the date of this Agreement to the earlier of the Executory Contract Designation Deadline and Effective Time or the valid termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateApple shall, and shall cause their its Subsidiaries and to, afford to each member of their respective Representatives to cooperate, with the Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers Group and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include Representatives reasonable access to SellersApple’s and its Subsidiaries’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers)properties, offices, personnel, Contracts, books, records and all other information concerning its businesses, properties and personnel (other facilitiesthan any of the foregoing to the extent specifically related to the negotiation and execution of this Agreement, and booksor, Contracts and records (including except as expressly provided in Section 6.02, to any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subjectAcquisition Proposal), in each case, as any member of the Purchaser Group or its relevant Representatives (as applicable) reasonably requests in anticipation or furtherance of the consummation of the transactions contemplated hereby (including for integration planning) and in a manner so as to not unreasonably interfere with the normal business operations of Apple or any of its Subsidiaries. During such period described in the immediately preceding sentence, on reasonable notice and subject to Applicable Law and during normal business hours, Apple shall instruct its pertinent Representatives to reasonably cooperate with the Purchaser Group in their review of any such information provided or made available pursuant to the immediately preceding sentence. (c) Anything to the contrary in Section 6.06(b) notwithstanding, Apple and its Subsidiaries shall not be required to provide such access or disclosure of information if it (i) would, as reasonably determined based on the advice of outside counsel, jeopardize any attorney-client, attorney-work product or other similar privilege with respect to such information, (ii) would contravene any Applicable Law or confidentiality agreement with a third party entered into prior to the date hereof, (iii) would result in the disclosure of any valuations of Apple in connection with the transactions contemplated by this Agreement or in connection with any other strategic alternatives or (iv) would be for the purpose of disclosure of such information in any Proceeding between the Parties; provided, that, in the case of clauses (i), (ii), and (iii), Apple shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions outlined apply (including (x) obtaining any required consent from any Third Party and (y) redacting such information (A) to remove references concerning valuation, (B) as necessary to comply with any Contract in effect on the date of this Agreement and (C) as necessary to address reasonable attorney-client, work-product or other privilege or confidentiality concerns) and to provide such information as to the applicable matter as can be conveyed. (d) Anything to the contrary in this Section 6.1. Notwithstanding anything contained herein 6.06 notwithstanding, nothing in this Section 6.06 shall be construed to the contraryrequire Apple, Purchaser shall consult with Sellers prior any of its Subsidiaries or any of their Representatives to conducting prepare any environmental investigations financial statements, projections, reports, analyses, appraisals or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyopinions that are not readily available.

Access to Information. (a) Sellers agree that, until Between the earlier date of the Executory Contract Designation Deadline this Agreement and the termination of this AgreementClosing Date, Purchaser shall be entitledthe Seller Parties will, through its during ordinary business hours and upon reasonable notice, (i) give the Buyers and the Buyers’ Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, all books, Contractsrecords, personnel, records plants, offices and operations other facilities and properties of the Seller Parties (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it wouldlimited, in Sellers’ reasonable determination, require any Seller, any Subsidiary the case of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which caseAESC, to the extent requested by Purchaserthey pertain to the Sellers or otherwise relate directly to this Agreement, Sellers will use reasonable best efforts to seek an amendment or appropriate waiverthe Ancillary Agreements and the transactions contemplated hereby and thereby), or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to (ii) permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld Buyers and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Buyers’ Representatives to cooperatemake such reasonable inspections thereof as the Buyers may reasonably request, with Purchaser (iii) furnish the Buyers and its the Buyers’ Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information regarding the Wheatland Facility as Purchaser the Buyers may from time to time reasonably request; provided, subjecthowever, that the Seller Parties will not be required to create special reports or perform any studies, and (iv) furnish the Buyers a copy of each material report, schedule or other document filed or received by it with or from the SEC, FERC or any other Governmental Entity with respect to the Wheatland Facility; provided, however, that (A) any such investigation shall be conducted in such manner as not to unduly interfere with the operation of the Seller Parties’ respective businesses and operations, (B) none of the Seller Parties shall be required to take any action which would constitute a waiver of the attorney-client privilege, and (C) none of the Seller Parties need supply the Buyers with any information which such Person is under a legal obligation not to supply. Notwithstanding anything in this Section 7.2 to the contrary, (x) the Seller Parties will only furnish copies of or provide such access to Transferring Employee Records and any other personnel, medical and benefits records to the extent allowed by Law, and (y) the Buyers shall not have the right to perform or conduct any environmental sampling or testing at, in, on or underneath any property or facility or real estate owned by any of the Seller Parties. (b) Until the Closing Date, all information furnished to or obtained by the Buyers and the Buyers’ Representatives pursuant to this Section 7.2 or the Ancillary Agreements shall be subject to the provisions of the Confidentiality Agreement. At the Closing, the Seller Parties shall execute a confidentiality and non-use agreement (the “Sellers Confidentiality Agreement”) on substantially similar terms to the Confidentiality Agreement which shall require the Seller Parties to maintain the confidentiality of all information related to the Acquired Assets and the Assumed Liabilities for a period of five years from the Closing Date. Promptly following the date hereof, the Seller Parties shall request, if they have not previously done so, the return or destruction of all non-public information provided by the Seller Parties or their Affiliates or the Seller Parties’ Representatives prior to the date hereof to other potential purchasers of the Acquired Assets in connection with a confidentiality agreement executed in connection with such a potential sale of the Acquired Assets. (c) For a period of seven years after the Closing Date, each of the parties hereto shall have reasonable access to all of the books and records of the other parties (limited, in each the case of AESC, to the extent they pertain to the Sellers or the Acquired Assets and, in the case of the Buyers, to the extent they pertain to the Acquired Assets, or, in either case, to the confidentiality restrictions outlined extent otherwise related to this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby), including all Transferring Employee Records, to the extent that such access may reasonably be required by such party. Such access shall be afforded by the party or parties in possession of such books and records upon receipt of reasonable advance notice and during normal business hours. The party or parties exercising this right of access shall be solely responsible for any costs or expenses incurred by it or them pursuant to this Section 6.17.2(c). Notwithstanding anything contained herein If the party or parties in possession of such books and records shall desire to dispose of any such books and records upon or prior to the contraryexpiration of such seven-year period, Purchaser shall consult with Sellers such party or parties shall, prior to conducting such disposition, give the other party or parties a reasonable opportunity, at such other party’s or parties’ expense, to segregate and remove such books and records as such other party or parties may select. (d) AESC agrees not to release any environmental investigations Person (other than the Buyers) from any confidentiality agreement now existing with respect to the Sellers or examinations of the transactions contemplated hereby, or waive or amend any natureprovision thereof. From and after the Closing, including Phase I and Phase II site assessments and any environmental sampling in respect AESC shall assign to the Buyers (or, if assignment is not permitted, enforce for the benefit of the Transferred Real PropertyBuyers) any such existing confidentiality agreements with other potential purchasers in connection with a potential sale of, or other transaction relating to, the Sellers; provided, however, that AESC will not be obligated to assign any existing confidentiality agreement if such confidentiality agreement contemplates, in addition to a transaction relating to the Sellers, the consummation of other potential transactions with AESC or any of its Affiliates and instead AESC will enforce such confidentiality agreement for the benefit of the Buyers to the extent it relates to a potential sale of, or other transaction relating to, the Sellers or the Acquired Assets.

Access to Information. (a) Sellers agree thatSubject to compliance with Applicable Law, Target shall afford Acquiror and its Representatives, reasonable access during the period until the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, Agreement pursuant to have reasonable access to the executive officers and Representatives of Sellers Section 8.1 and the properties Effective Time to (i) all of Target’s and other facilitiesits Subsidiaries’ properties, businessespersonnel, books, Contractscontracts, personnelcommitments and records as reasonably requested by Acquiror and (ii) all other information concerning the business, records properties and operations (including the Purchased Assets personnel of Target and Assumed Liabilities) of Sellers and their Subsidiariesits Subsidiaries as Acquiror may reasonably request; provided, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (ba) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, Target shall have the right to have its Representatives present for any communication with employees or officers of Target and (b) where access to information is subject to any legal privilege or to contractual prohibition against disclosure, Acquiror and Target shall use commercially reasonable efforts to provide disclosure in a form, including common interest, that continues to protect the interest of both Acquiror and Target. Target shall use its commercially reasonable efforts: (a) upon Acquiror’s request, to assist Acquiror and its Representatives in the preparation of any audited historical and pro forma financial statements of Target that may be present at required in connection with Acquiror’s reporting obligations to the Securities and Exchange Commission related to this Agreement or any meeting between any of the transactions contemplated hereby (“Required Target Financials”) (b) reasonably promptly furnish such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser Acquiror may from time reasonably request in connection with the Required Company Financials. No information or Knowledge obtained in any investigation pursuant to time reasonably request, subject, in each case, this Section 6.2 or otherwise shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect obligations of the Transferred Real Propertyparties to consummate the Merger.

Access to Information. (a) Sellers agree that, until In order to facilitate the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary resolution of any Seller third-party claims made by or any against or incurred by or indemnified by UBIBV prior to or after the Closing, upon reasonable notice, Buyer and Communications shall, after the Closing: (i) afford the officers, employees and authorized agents and representatives of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any SellerUBIBV reasonable access, any Subsidiary of any Seller or any of their respective Representatives are bound (in which caseduring normal business hours, to the extent requested by Purchaseroffices, Sellers will use reasonable best efforts to seek an amendment or appropriate waiverproperties, or necessary consentsbooks and records of Buyer, as may be required to avoid such conflict, or restructure Communications and the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access Vermont Entities with respect to the executive officers of Sellers shall be directed, Business for the period prior to the Closing, ; (ii) furnish to the Chief Financial Officer officers, employees and authorized agents and representatives of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives UBIBV such additional financial and operating data and other information regarding the Business for the period prior to the Closing as Purchaser Buyer, Communications or any Vermont Entity has in its possession and UBIBV may from time to time reasonably request; and (iii) make available to UBIBV, subjectthe employees of Buyer, Communications and the Vermont Entities whose assistance, testimony or presence is necessary to assist UBIBV in each caseevaluating any such claims and in defending such claims, including the presence of such persons as witnesses in hearings on trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the businesses or operations of Buyer, Communications or any of their Affiliates; and provided, however, that Buyer and Communications shall not be obligated to disclose any information which they or any of their Affiliates holds under a legally binding obligation of confidentiality or which is protected by any privilege. (b) In order to facilitate the resolution of any third-party claims made by or against or incurred by Buyer or Communications after the Closing, upon reasonable notice, UBIBV, VCG and, with respect to Taxes, Unicorn shall, after the Closing: (i) afford the officers, employees and authorized agents and representatives of Buyer and Communications reasonable access, during normal business hours, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein offices, properties, books and records of UBIBV and VCG (and, as regards Taxes, of Unicorn) with respect to the contrary, Purchaser shall consult with Sellers Business and the Assets for the period prior to conducting any environmental investigations or examinations the Closing; (ii) furnish to the officers, employees and authorized agents and representatives of Buyer 21 39 and Communications such additional financial and other information regarding the Business and the Assets for the period prior to the Closing as Buyer and Communications may from time to time reasonably request; and (iii) make available to Buyer and Communications, the employees of UBIBV and VCG (and, as regards Taxes of any natureVermont Entity, of Unicorn) whose assistance, testimony or presence is necessary to assist Buyer and Communications in evaluating any such claims and in defending such claims, including Phase I the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the businesses or operations of UBIBV, VCG, Unicorn or any of their Affiliates; and Phase II site assessments and provided, however, that neither UBIBV nor Unicorn shall be obligated to disclose any environmental sampling in respect information which it or any of the Transferred Real Propertyits Affiliates holds under a legally binding obligation of confidentiality or which is protected by any privilege.

Access to Information. (a) Sellers agree that5.1.1 CELLC will give to the Buyer and to the Buyer’s agents and representatives, until the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to all of the executive Records and will cause its officers and Representatives of Sellers employees to furnish to the Buyer and to the properties Buyer’s agents and representatives such operating data and other facilitiesinformation with respect to the Properties as the Buyer or its agents and representatives may, businessesfrom time to time, booksreasonably request; provided, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no any such investigation or examination will be conducted in such manner as not to interfere unreasonably with the operation of the business of CELLC, and CELLC shall not be permitted required to provide any of the foregoing information to the extent that it wouldis prohibited by any Third Party agreement from sharing such information with the Buyer. The Buyer shall hold all information or data provided or made available by CELLC confidential and shall not use any of the same except in connection with the transactions set forth in this Agreement. In the event this Agreement is terminated prior to Closing, in Sellers’ reasonable determinationthe Buyer shall return to CELLC (or certify the destruction of) all copies of all such information and data, require as well as any Sellerderivative reports, analysis or other items derived or based on any Subsidiary of such information or data. 5.1.2 From and after the Execution Date, the Sellers shall allow (subject to the rights of any Seller or Third Parties) the Buyer and its authorized representatives, at reasonable times and at the sole cost, risk, and expense of the Buyer and PURCHASE AND SALE AGREEMENT 25 its representatives, reasonable access to and entry upon all of the Properties for the purposes of performing such onsite inspections, inventories, and assessments of the Properties (including the performance of a Phase I environmental assessment and to conduct any of their respective Representatives to disclose information subject to attorneyfurther non-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to invasive environmental assessment that the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, Buyer reasonably deems appropriate) as may be required to avoid such conflict, or restructure the form of access, so as necessary to permit the access requested)Buyer to prepare reserve engineering and other reports relating to, and to assess the operational and environmental condition of, the Properties; provided furtherprovided, that notwithstanding however, the notice provisions Buyer will not conduct any Phase II environmental investigations or examinations with respect to any of the Properties without the prior written consent of the Sellers, which consent may be granted or withheld by the Sellers in Section 9.2 hereoftheir sole discretion. The Buyer shall perform, or shall cause to be performed, all of such requests for access due diligence activities in accordance with applicable Laws and so as not to interfere unreasonably with the executive officers operation of the Properties. Sellers shall be directed, have the right to have their representatives present to observe the Buyer’s environmental review of the Properties. At all times prior to the Closing, unless otherwise required by applicable Law, the Buyer shall (and shall cause its environmental consultant to) treat confidentially any matters revealed by Buyer’s environmental review and any reports or data generated from such review, and the Buyer shall not (and shall cause the Buyer’s environmental consultant not to) disclose any environmental information relating to the Chief Financial Officer Properties to any Governmental Authority or Third Party without the prior written consent of Parent or his designee, and following the Sellers (unless so required under applicable Law). Prior to the Closing, to unless otherwise required by applicable Law, the Chief Restructuring Officer Buyer may use the environmental information generated from the Buyer’s environmental assessment of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser the Properties only in writing as to connection with the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination transactions contemplated by this Section 6.1 Agreement. If the Buyer, the Buyer’s environmental consultant, if applicable, or any Third Party to whom the Buyer has provided any environmental information relating to the Properties becomes legally compelled to disclose any of such environmental information, the Buyer shall be subject to restrictions set forth in Section 6.24 and under applicable Law. provide Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of notice required by the Confidentiality Agreement. If this Agreement is terminated prior to the Closing, the Buyer shall deliver to Sellers and their Subsidiaries. Without limiting the generality environmental information generated from Buyer’s environmental assessment of the foregoingProperties, subject to Section 6.1(a), such investigation and examination which environmental information shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have become the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect sole property of the Transferred Real PropertySellers.

Access to Information. (a) Sellers agree thatFor a period of three (3) years after the Closing Date, until upon reasonable prior written notice, the earlier of Parties shall furnish or cause to be furnished to each other and their employees, agents, auditors and representatives access, during normal business hours, to such information, books and records relating to the Executory Contract Designation Deadline Business and the termination Assets as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of this AgreementTax Returns, Purchaser reports or forms for the defense of any Tax claims, assessments, audits or disputes, or the prosecution or defense of any Action and shall be entitledcooperate with each other to the extent reasonably requested for the preparation of such financial reporting, through its Representatives accounting and Tax matters, provided, that with respect to any Tax Returns or otherwiseother records relating to Tax matters or any other Action, to a Party shall have reasonable access to such information until the executive officers applicable statute of limitations, if any, shall have expired, and Representatives of Sellers and the properties and other facilitiesprovided, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all either case such requests for access to the executive officers of Sellers shall be directedsubject to reasonable and customary restrictions with respect to confidentiality. Each Party shall have the right to copy any of such records at its own expense. No Party shall be required by this Section 6.1(a) to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations. Further, the Parties understand that it is the intention of Demonsaw to terminate all operations following closing and to liquidate its assets to its shareholders and as required, to creditors, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such materialthree (3) year term reflected above. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and Buyer each agree to preserve, for at least three (3) years after the Closing Date, all material books, ledgers and other records that are (i) reasonably related to the Business or Assets and (ii) in their Subsidiariespossession; provided, that each Party will preserve all such material books, ledgers and other records relating to Tax matters until expiration of the applicable statute of limitations. Without limiting the generality of Notwithstanding the foregoing, subject to Section 6.1(a), such investigation Buyer and examination shall include reasonable access to Sellers’ executive officers (and employees Parent understand that it is the intention of Sellers to terminate all operations following closing and their respective Subsidiaries identified by such executive officers)to liquidate its assets to its members and as required, officesto creditors, properties prior to the three (3) year term reflected above. (c) On and other facilitiesafter the Closing Date, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each Buyer will take all appropriate action and execute all documents, instruments or conveyances of their respective Subsidiaries (provided that Sellers any kind which may be reasonably necessary or advisable to carry out the intent and each purposes of their respective Subsidiariesthis Agreement and the Collateral Agreements, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is including putting Buyer in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial possession and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect control of the Transferred Real PropertyBusiness and the Assets.

Access to Information. (a) Sellers agree Each Seller agrees that, until prior to the earlier of the Executory Contract Designation Deadline and the termination of this AgreementClosing Date, Purchaser shall be entitled, through its officers, employees, consultants, financing sources, advisors and representatives, including its legal advisors and accountants (collectively, “Purchaser’s Representatives”) (provided that such Purchaser's Representatives are subject to confidentiality obligations under the confidentiality agreement between Purchaser and Sellers or otherwiseotherwise agree in writing to be bound by the terms of such confidentiality agreement applicable to Purchaser or are otherwise bound by obligations of confidentiality), to have reasonable access to make such investigation and examination of the executive officers and Representatives of Sellers and the properties and other facilitiesproperties, businesses, books, Contracts, personnel, records business and operations (including the Purchased Assets customers, suppliers, employees and Assumed Liabilitiesother business relations) of Sellers and such investigation and examination of the books and records of Sellers, the Purchased Assets, the Excluded Assets, the Held Contracts, the Assumed Liabilities and the Excluded Liabilities as it requests and to make extracts and copies of such books and records (at Purchaser’s cost). Any such investigation and examination shall be conducted upon reasonable advance notice and shall be subject to restrictions under applicable Law. Each Seller shall cause its respective officers, employees, consultants, agents, accountants, attorneys and other representatives to cooperate with Purchaser and Purchaser’s Representatives in connection with such investigation and examination (including, if requested by Purchaser, promptly arranging meetings or telephone calls with business relations of Sellers as requested by Purchaser), and Purchaser and Purchaser’s Representatives shall cooperate with each Seller and its representatives and shall use their Subsidiariesreasonable efforts to minimize any disruption to such Seller’s business. Notwithstanding anything herein to the contrary, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, would require any Seller, any Subsidiary of any Seller or any of their respective Representatives Sellers to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary prohibited from disclosure by Law. In the event that the disclosure of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld information pursuant to this Section 6.1(a)8.1 would jeopardize any attorney client privilege, Seller shall inform Purchaser the parties will cooperate in writing as customary arrangements to the general nature of what is being withheld and the reason for withholding preserve such materialprivilege. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. (a) Sellers agree thatAfter Closing, until the earlier of the Executory Contract Designation Deadline Buyer will, and the termination of this Agreement, Purchaser shall be entitled, through will cause its Representatives or otherwiseto, afford to have Seller, including its Representatives, reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, all books, Contractsrecords, personnel, records files and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted documents related to the extent that it wouldBusiness in order to permit Seller to prepare and file its Tax Returns and to prepare for and participate in any investigation with respect thereto, to prepare for and participate in Sellers’ reasonable determination, require any other investigation and defend any Proceedings relating to or involving Seller, any Subsidiary or the Business for which Seller may be responsible, to discharge its obligations under this Agreement and the other Related Documents to which it is a party and for other reasonable purposes and will afford Seller reasonable assistance in connection therewith. Buyer will cause such records to be maintained for not less than seven years from the Closing Date and will not dispose of such records without first offering in writing to deliver them to Seller; provided, however, that in the event that Buyer transfers all or a portion of the Business to any third party during such period, Buyer may transfer to such third party all or a portion of the books, records, files and documents related thereof, provided such third party transferee expressly assumes in writing the obligations of Buyer under this Section 6.2(b). In addition, on and after the Closing Date, at Seller’s request, Buyer shall make available to Seller and its Affiliates, employees, representatives and agents, those employees of Buyer requested by Seller in connection with any Proceeding, including to provide testimony, to be deposed, to act as witnesses and to assist counsel; provided, however, that (i) such access to such employees shall not unreasonably interfere with the normal conduct of the operations of Buyer and (ii) Seller shall reimburse Buyer for the out-of-pocket costs reasonably incurred by Buyer in making such employees available to Seller. Without limiting the application of Section 6.1(d), all documents or information furnished by Buyer or obtained by Seller or any of their respective its Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 hereunder shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a6.1(d), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. (a) Sellers agree that, until Between the earlier date of the Executory Contract Designation Deadline this Agreement and the termination of this AgreementClosing Date, Purchaser shall be entitledthe Seller will, through its during ordinary business hours and upon reasonable notice (i) give the Buyer and the Buyer Representatives or otherwise, to have reasonable access to the executive officers its managerial personnel and Representatives of Sellers and the properties to all books, records, plants, offices and other facilities, businesses, books, Contracts, personnel, records facilities and operations (including properties constituting the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound the Buyer is permitted access by law; (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to ii) permit the access requested)Buyer to make such reasonable inspections thereof as the Buyer may reasonably request; provided further, that notwithstanding (iii) furnish the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection Buyer with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information with respect to the Assets in the possession of the Seller as Purchaser the Buyer may from time to time reasonably request; (iv) furnish the Buyer a copy of each material report, subject, in each case, schedule or other document filed or received by the Seller or any of the Seller's Affiliates with respect to the confidentiality restrictions outlined Assets with the SEC, MDTE, or FERC; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the Assets, (B) the Seller shall not be required to take any action which would constitute a waiver of the attorney/- client privilege and (C) the Seller need not supply the Buyer with any information which the Seller is under a legal obligation not to supply; and (v) give the Buyer access to the environmental reports identified in Schedule 5.11 and Operating Permits and other permits and licenses for the Assets. Notwithstanding anything in this Section 6.1. Notwithstanding anything contained herein 7.2 to the contrary, Purchaser (i) the Seller will only furnish or provide such access to personnel and medical records as is required by law, and (ii) the Buyer shall consult with Sellers prior not have the right to conducting any environmental investigations perform or examinations of any nature, including Phase I and Phase II site assessments and conduct any environmental sampling in respect or testing at, in, on, or underneath the Assets without the approval of the Transferred Real PropertySeller. (b) All information furnished to or obtained by the Buyer and the Buyer Representatives pursuant to this Section 7.2 shall be subject to the provisions of the Confidentiality Agreement and shall be treated as "Proprietary Information" (as defined in the Confidentiality Agreement). (c) For a period of ten years after the Closing Date, the Seller and its representatives shall have reasonable access to all of the books and records related to the Assets transferred to the Buyer hereunder to the extent that such access may reasonably be required by the Seller in connection with matters relating to or affected by the operation of the Assets prior to the Closing Date; provided, however, that the Seller shall first enter into a definitive confidentiality agreement with the Buyer with respect thereto on such terms and conditions as the Buyer may reasonably require. Such access shall be afforded by the Buyer upon receipt of reasonable advance notice and during normal business hours. The Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 7.2(c). If the Buyer shall desire to dispose of any such books and records prior to the expiration of such ten-year period, the Buyer shall, prior to such disposition, give the Seller a reasonable opportunity at the Seller's expense, to segregate and remove such books and records as the Seller may select.

Access to Information. (a) Sellers agree thatAfter Closing, until the earlier of the Executory Contract Designation Deadline Buyer will, and the termination of this Agreement, Purchaser shall be entitled, through will --------------------- cause its Representatives or otherwiseto, afford to have Sellers, including their Representatives, reasonable access to all books, records, files and documents related to the executive officers Business in order to permit Sellers to prepare and Representatives of file their Tax Returns and to prepare for and participate in any investigation with respect thereto, to prepare for and participate in any other investigation and defend any Proceedings relating to or involving either Citizens, LGSN or the Business for which Sellers may be responsible, to discharge their obligations under this Agreement and the properties other Related Documents to which they are a party and for other facilitiesreasonable purposes and will afford Sellers reasonable assistance in connection therewith. Buyer will cause such records to be maintained for not less than seven (7) years from the Closing Date and will not dispose of such records without first offering in writing to deliver them to Sellers; provided, businesseshowever, that in the event that Buyer transfers all or a portion of the Business to any third party during such period, Buyer may transfer to such third party all or a portion of the books, Contractsrecords, personnelfiles and documents related thereof, records and operations (including provided such third party transferee expressly assumes in writing the Purchased Assets and Assumed Liabilities) obligations of Buyer under this Section 6.2(b). In addition, after the Closing Date, at Sellers' request, Buyer shall make available to Sellers and their SubsidiariesAffiliates, employees, representatives and agents, those employees of Buyer requested by Sellers in connection with any Proceeding, including access to systemsprovide testimony, datato be deposed, databases for benefit plan administrationto act as witnesses and to assist counsel; provided provided, however, that no (x) such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers such employees shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially unreasonably interfere with the business of Sellers and their Subsidiaries. Without limiting the generality normal conduct of the foregoing, subject to Section 6.1(a), operations of Buyer and (y) Sellers shall reimburse Buyer for the allocated time charges of such investigation employees and examination shall include reasonable access the out-of-pocket costs reasonably incurred by Buyer in making such employees available to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. (a) Sellers agree that, From the date hereof until the earlier of the Executory Contract Designation Deadline Closing Date and the termination of this AgreementAgreement in accordance with its terms, Purchaser Sellers shall be entitled, through its (i) afford Buyers and their Representatives or otherwise, to have reasonable access during normal business hours to the executive officers and Representatives of Sellers and the properties and other offices, properties, facilities, businessesassets, books, Contractsrecords, personnelService Providers and agents of the Sellers; (ii) furnish Buyers, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information (including the work papers of the Sellers’ independent accountants upon receipt of any required consents from such accountants and subject to the execution of customary access letters) as Purchaser such Persons may from time reasonably request related to time the Business as Buyers or any of their Representatives may reasonably request; and (iii) instruct the Service Providers and Representatives of Sellers to cooperate with Buyers in their non-invasive investigation of the Business; provided, subjectthat any such access shall be afforded and any such information shall be furnished at Buyers’ expense; provided, further that the parties hereto shall act in each casegood faith in all respects in the performance of the obligations under this Section 7.02(a). All access pursuant to this Section 7.02(a) shall be conducted in a manner that does not interfere with the normal operations of Sellers in any material respect. No investigation by Buyers or other information received by Buyers shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Any investigation pursuant to this Section 7.02(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Sellers. No information or knowledge obtained in any investigation pursuant to this Section 7.02(a) shall affect or be deemed to modify any representation or warranty made by the Sellers hereunder. (b) The provisions of Section 7.02(a) shall not require and shall not be construed to require Sellers to permit any access to or any inspection or review of, or to disclose or otherwise make available, any information that (i) affording such access or furnishing such information would result in loss of legal protection, including the attorney-client privilege and work product doctrine; (ii) relates to the confidentiality restrictions outlined in applicable portions of minutes of the meetings of the board of directors of such Seller (including any presentations or other materials prepared by or for the board of directors) where the board of directors discussed the transactions contemplated by this Section 6.1. Notwithstanding anything contained herein to Agreement or any similar transaction involving the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations sale of any natureSeller, or a material portion of its assets, to, or combination of any Sellers with, any Person; and (iii) in the reasonable judgment of any Seller based on the opinion of outside legal counsel would (A) violate such Seller’s respective obligations with regard to confidentiality or waive the protection of any attorney-client privilege, or (B) violate any applicable Law. In the event that Sellers objects to any request submitted pursuant to and in accordance with Section 7.02(a) and withholds information on the basis of any of the foregoing clauses (i), or (ii), Sellers shall use reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including Phase I through the use of reasonable best efforts to implement appropriate and Phase II site assessments and any environmental sampling mutually agreeable measures to permit the disclosure of such information in respect of a manner to remove the Transferred Real Propertybasis for the objection.

Access to Information. (a) Sellers agree that, From the date of this Agreement until the earlier of the Executory Contract Designation Deadline applicable Closing Date, upon reasonable prior notice, and the termination of this Agreement, Purchaser shall except as determined in good faith to be entitled, through its Representatives or otherwise, appropriate to have reasonable access ensure compliance with any applicable Laws and subject to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations any applicable privileges (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any privilege) and contractual confidentiality agreement to which any Sellerobligations, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateuse, and shall cause their Subsidiaries and Affiliates to use, reasonable best efforts to cause each of their respective Representatives to cooperateto, with Purchaser and its (i) afford the Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoingBuyer reasonable access, subject during normal business hours, to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), the offices, properties and other facilitiesproperties, and books, Contracts books and records of the Business and (including any document retention policies of Sellersii) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as Purchaser the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the applicable Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the applicable Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the applicable Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer. Notwithstanding anything to the contrary in this Section 5.02(a), from and after the Initial Closing, the Sellers will have no further rights or obligations under this Section 5.02(a) with respect to the portion of the Business conducted in the Initial Closing Territory or the Initial Closing Transferred Assets, and from and after each Interim Closing, the Sellers will have no further rights or obligations under this Section 5.02(a) with respect to the portion of the Business conducted in the applicable Interim Closing Territory or the applicable Interim Closing Transferred Assets. (b) In addition to the provisions of Section 5.03, from and after the applicable Closing Date, in connection with any reasonable business purpose, including the preparation of Tax Returns, addressing claims related to Excluded Liabilities, preparing financial statements, U.S. Securities and Exchange Commission reporting obligations and the determination of any matter relating to the rights or obligations of the Sellers or any of their Affiliates under this Agreement, the Business prior to the applicable Closing or the Companion Agreements, upon reasonable prior notice and at the Sellers’ sole cost and expense, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Buyer shall and shall cause its Affiliates and Representatives to: (i) afford the Representatives of the Sellers and their Affiliates reasonable access (including the right to make, at the Sellers’ expense, photocopies), during normal business hours, to the offices, properties, books and records of the Buyer and its Affiliates and Representatives in respect of the Transferred Assets; (ii) furnish to the Representatives of the Sellers and their Affiliates such additional financial and other information regarding the Transferred Assets as is in the Buyer’s possession and control as the Sellers or their Representatives may from time to time reasonably request; and (iii) make available to the Representatives of the Sellers and their Affiliates the employees of the Buyer and its Affiliates whose assistance, subjectexpertise, testimony, notes and recollections or presence is necessary to assist the Sellers in connection with the Sellers’ inquiries for any of the purposes referred to above, including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the business or operations of the Buyer or any of its Affiliates; and provided, further, that the auditors and accountants of the Buyer or its Affiliates shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Buyer, the Sellers shall enter into a customary joint defense agreement with the Buyer and its Affiliates with respect to any information to be provided to the Sellers pursuant to this Section 5.02(b). No information, books, records or other documents accessed by the Sellers or their respective Affiliates or Representatives pursuant to this Section 5.02(b) shall be used for any purposes other than as expressly permitted by this Section 5.02(b). (c) Notwithstanding anything in this Agreement to the contrary, the Sellers shall not be required, prior to the applicable Closing, to disclose, or cause the disclosure of, to the Buyer or its Affiliates or Representatives (or provide access to any offices, properties, books or records of the Sellers or any of their Affiliates that could result in the disclosure to such persons or others of) any confidential information relating to trade secrets, proprietary know-how, processes or patent, trademark, trade name, service ▇▇▇▇ or copyright applications or relating to any product development or pricing and marketing plans to the extent counsel to the Sellers, after consultation with counsel to the Buyer, advises that doing so would likely be a violation of applicable antitrust Laws, nor shall the Sellers be required to permit or cause others to permit the Buyer or its Affiliates or Representatives to have access to or to copy or remove from the offices or properties of the Sellers or any of their Affiliates any documents, drawings or other materials that might reveal any such confidential information. (d) During the period from the date of this Agreement through the earlier of the applicable Closing Date or the termination of this Agreement pursuant to Article VIII, the Sellers shall periodically deliver to the Buyer, at intervals and in a form consistent with past practice between the Sellers and the Buyer during the negotiation of the transactions contemplated by this Agreement and which will be prepared consistent with the Agreed Financial Methodology, the following financial information related to the Business (which shall be provided on an aggregate basis with respect to the entire Territory and on an individual basis with respect to each distribution center and/or territory within the Territory): (i) at the end of each fiscal year, (A) components of (1) the unaudited balance sheet of the Business as of the end of such year and (2) the unaudited statement of income for the Business for such year, in each case, in the format consistent with the 2014 Data (the financial information in these subsections (A)(1) and (A)(2) is referred to collectively herein as the “Interim Annual Data”), (B) (1) the case volume information by brand for such year and (2) the financial information described on Section 5.02(d)(i) of the Disclosure Schedule as CCR Data 1) Detail “Flat File” for such year (the financial information in these subsections (B)(1) and (B)(2) is referred to collectively herein as the “Interim Additional Financial Information”) and (C) certain other financial information as described on Section 5.02(d)(i) of the Disclosure Schedule; (ii) at the end of each month after the date hereof, monthly financial information, which shall include data with respect to volume (on a brand basis), revenue, cost of goods sold at standard, and gross margin at standard, in each case solely related to the confidentiality restrictions outlined Business; (iii) at the end of each fiscal quarter after the date hereof, all of the data described in Section 5.02(d)(ii) above together with direct operating expense data, in each case solely related to the Business for the quarter then ended (the “Interim Quarterly Data”); and (iv) good faith calculation of the Target Net Working Capital Amount for the portion of the Territory being transferred at the Initial Closing, any Interim Closing and the Final Closing, in each case based on the books and records of the Business that were used in preparing the 2014 Data. The Sellers shall deliver to the Buyer the data contemplated by this Section 5.02(d) promptly upon completion, but in any event no later than, (w) one hundred twenty (120) days after the end of the applicable fiscal year with respect to deliveries made pursuant to Section 5.02(d)(i), (x) fifteen (15) Business Days after the end of the applicable month with respect to deliveries made pursuant to Section 5.02(d)(ii), (y) one hundred twenty (120) days after the end of the applicable fiscal quarter with respect to deliveries made pursuant to Section 5.02(d)(iii), and (z) prior to the applicable Closing with respect to the deliveries made pursuant to Section 5.02(d)(iv). The calculation of the Target Net Working Capital Amount will be (I) determined in accordance with the guidelines set forth on Section B-1 of the Disclosure Schedule and in accordance with the Agreed Financial Methodology and (II) subject to reasonable verification by the Buyer within thirty (30) days of delivery of such calculation. Notwithstanding anything to the contrary in this Section 6.1. Notwithstanding anything contained herein 5.02, from and after the Initial Closing, the Sellers will have no further obligation under this Section 5.02(d) to deliver the data contemplated by this Section 5.02(d) with respect to the contraryportion of the Business conducted in the Initial Closing Territory or with respect to the Initial Closing Transferred Assets, Purchaser shall consult and from and after each Interim Closing, the Sellers will have no further obligation under this Section 5.02(d) to deliver the data contemplated by this Section 5.02(d) with respect to the portion of the Business conducted in the applicable Interim Closing Territory or with respect to the applicable Interim Closing Transferred Assets. (e) The Sellers will, and will cause their Affiliates to, cooperate with the Buyer’s completion of its due diligence by providing to the Buyer certain identified information described in Section 5.02(e) of the Disclosure Schedule. With regard to the continuing diligence of the Buyer under this Agreement that takes place between the signing of this Agreement and the applicable Closings, the parties agree to deal with one another in good faith consistent with historical practices for addressing economic disputes. (f) If any Seller enters into any Pre-Closing Material Contracts between the date hereof and the applicable Closing Date, the Sellers will provide the Buyer as promptly as reasonably practicable prior to conducting the applicable Closing with true, correct and complete copies of all such contracts or agreements. If any environmental investigations Seller enters into any Shared Contracts or examinations Specified Non-Transferring Contracts between the date hereof and the applicable Closing Date, the Sellers will provide the Buyer as promptly as reasonably practicable with true, correct and complete copies of any natureall portions of such Shared Contracts or Specified Non-Transferring Contracts, including Phase I and Phase II site assessments and any environmental sampling in respect of as applicable, that relate to the Transferred Real PropertyBusiness (together with such other portions thereof as are necessary to comprehend the terms thereof that apply to the Business).

Access to Information. (a) Sellers agree that, From the date of this Agreement until the earlier of Closing Date (and, with respect to the Executory Contract Designation Deadline Acquired Stores to be transferred at each Subsequent Closing, each Subsequent Closing Date and the termination of this AgreementDistribution Center to be transferred at the Distribution Center Closing Date, Purchaser shall the Distribution Center Closing), upon reasonable prior notice, and except as determined in good faith to be entitled, through its Representatives or otherwise, appropriate to have reasonable access ensure compliance with any applicable Laws and subject to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations any applicable privileges (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any privilege) and contractual confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a)obligations, Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperateshall, and shall cause their Subsidiaries its Affiliates and each of their respective Representatives to cooperate(i) afford the Representatives of Buyer reasonable access, with Purchaser during normal business hours, to the offices, properties, books and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality records of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers Acquired Stores; (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellersii) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s the Representatives of Buyer such additional financial and operating data and other information regarding the Acquired Stores as Purchaser Buyer may from time to time reasonably request; and (iii) make available to the Representatives of Buyer and its Affiliates those employees of Seller and its Affiliates whose assistance, subjectexpertise, testimony, notes and recollections or presence may be necessary to assist Buyer, its Affiliates or its or their respective Representatives in connection with its inquiries, including the presence of such persons as witnesses in hearings or trials for such purposes provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of Seller or any of its Affiliates; and provided, further, that the auditors and accountants of Seller or any of its Affiliates shall not be obliged to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by Seller, Buyer shall enter into a customary joint defense agreement with Seller with respect to any information to be provided to Buyer pursuant to this Section 5.02(a). (b) In addition to the provisions of Section 5.03, from and after the Closing Date, in each caseconnection with any reasonable business purpose, including the preparation of Tax Returns, claims relating to Excluded Liabilities, financial statements, or the determination of any matter relating to the rights or obligations of Seller or any of its Affiliates under any of the Transaction Agreements, upon reasonable prior notice, and except as determined in good faith to be necessary to (i) ensure compliance with any applicable Law, (ii) preserve any applicable privilege (including the attorney-client privilege), or (iii) comply with any contractual confidentiality obligations, Buyer shall, and shall cause its Affiliates and its Representatives to, (A) afford the Representatives of Seller and its Affiliates reasonable access, during normal business hours, to the confidentiality restrictions outlined offices, properties, books and records of Buyer and its Affiliates in respect of the Acquired Stores and the Purchased Assets (and related Liabilities), (B) furnish to the Representatives of Seller and its Affiliates such additional financial and other information regarding the Acquired Stores and the Purchased Assets (and related Liabilities) as Seller or its Representatives may from time to time reasonably request and (C) make available to the Representatives of Seller and its Affiliates those employees of Buyer and its Affiliates whose assistance, expertise, testimony, notes and recollections or presence may be necessary to assist Seller, its Affiliates or its or their respective Representatives in connection with its inquiries for any of the purposes referred to above, including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the business or operations of Buyer or any of its Affiliates; provided, further, that the auditors and accountants of Buyer or its Affiliates shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by Buyer, Seller or one of its Affiliates shall enter into a customary joint defense agreement with Buyer and its Affiliates with respect to any information to be provided to Seller pursuant to this Section 5.02(b). (c) Notwithstanding anything in this Section 6.1. Notwithstanding anything contained herein Agreement to the contrary, Purchaser no Party hereto shall consult with Sellers be required, prior to conducting the Closing, to disclose, or cause the disclosure of, to any environmental investigations other Party or examinations its Affiliates or its or their Representatives (or provide access to any offices, properties, books or records of such Party or any natureof their Affiliates that could result in the disclosure to such persons or others of) any confidential information relating to trade secrets, including Phase I proprietary know-how, processes or patent, trademark, trade name, service m▇▇▇ or copyright applications or product development, or pricing and Phase II site assessments and marketing plans, nor shall any environmental sampling in respect Party be required to permit or cause others to permit any other Party or its Affiliates or Representatives to have access to or to copy or remove from the offices or properties of the Transferred Real Propertysuch Party or any of its Affiliates any documents, drawings or other materials that might reveal any such confidential information.

Access to Information. After the Closing, (a) at no cost or expense to Buyer other than any de minimis cost or expense or any cost or expense which Sellers agree thatin writing to reimburse), until Buyer shall provide to the earlier officers, employees, agents and representatives of any of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have Seller Entities reasonable access to (i) the executive officers Books and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted Records with respect to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, Communities applicable to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, periods prior to the Closing, (ii) the Properties and (iii) the employees at the Communities, for any purpose reasonably deemed necessary or advisable by Sellers to the Chief Financial Officer of Parent prepare any documents required to be filed by Sellers under Applicable Law or his designeeto investigate, evaluate and following the Closingdefend any claim, charge, audit, litigation or other proceeding made by any Person or insurance company involving any Seller Entity; provided, however, that (A) such Seller Entities shall provide reasonable prior notice to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant Buyer; (B) Buyer shall not be required to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding provide such material. access during non-business hours; (bC) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, Buyer shall have the right to be present at any meeting between any accompany the officer, employees, agents or representatives of such accountant and Purchaser or Representative of Purchaser, whether such meeting is Seller Entities in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, providing access to the confidentiality restrictions outlined Books and Records, the Properties or the employees of Buyer (or Buyer’s manager) as provided in this Section 6.1. Notwithstanding anything 11.7; (D) Buyer shall not be required to provide such access to materials or information to the extent the same (x) are legally privileged or constitute attorney work product, (y) are subject to a confidentiality agreement or to Applicable Law prohibiting their disclosure by Buyer, or (z) constitute confidential internal assessments, reports, studies, memoranda, notes or other correspondence prepared by or on behalf of any officer or employee of Buyer, (E) such access shall not unreasonably interfere with Community operations, and (F) nothing contained herein shall be deemed to impose upon Buyer to maintain any Books and Records other than to the contraryextent required to permit Buyer to comply with its obligations under this Section 11.7. Buyer, Purchaser at its cost and expense, shall consult retain all Books and Records with Sellers prior respect to conducting any environmental investigations or examinations the Communities for a period equal to the applicable statute of any naturelimitations for the matter for which Seller is requesting such access. For greater certainty, including Phase I and Phase II site assessments and any environmental sampling in respect of this Section 11.7 shall survive the Transferred Real PropertyClosing.

Access to Information. (a) Sellers agree thatSeller shall, until the earlier and shall cause each other member of the Executory Contract Designation Deadline Seller Group to, afford to Purchaser and the termination of this Agreementto Purchaser’s officers, Purchaser shall be entitledemployees and Representatives, through its Representatives or otherwise, to have reasonable access during normal business hours during the period prior to Closing to all of the executive officers and Representatives of Sellers and the properties and other facilities, businessesCompany’s properties, books, Contracts, personnelcommitments, personnel and records and operations (including IT systems personnel in order to commence the Purchased Assets IT migration process) and, during such period, Seller shall, and Assumed Liabilities) shall cause each other member of Sellers the Seller Group to, furnish promptly to Purchaser all information in its possession or control concerning the Company’s Business, properties and their Subsidiariespersonnel as Purchaser may reasonably request; provided, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation Seller may withhold, and may cause any other member of the Seller Group to withhold, (i) any document or examination shall be permitted information that is subject to the extent terms of a confidentiality agreement with a third party, (ii) such portions of documents or information relating to pricing or other matters that it wouldare highly sensitive if the exchange of such documents (or portions thereof) or information, as determined by Seller’s outside counsel, could reasonably be expected to result in Sellers’ reasonable determination, require any Seller, any Subsidiary of any antitrust difficulties for Seller or its Affiliates or (iii) any of their respective Representatives document or information, if access or disclosure thereto, as determined by Seller’s outside counsel, could reasonably be expected to disclose information subject to jeopardize the attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary attorney work-product protection of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested)its Affiliates; provided further, that notwithstanding the notice provisions in Section 9.2 hereofsuch access does not include any right to conduct any intrusive or invasive sampling or testing, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent including any Phase II environmental site assessment or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designeeinvestigation. If any material is withheld by Seller pursuant to this Section 6.1(a)the first proviso in the immediately preceding sentence, Seller shall inform Purchaser in writing as to the general nature of what the material that is being withheld withheld. All information provided by Seller pursuant to this Section 7.01(a) shall be subject to the provisions of the non-disclosure agreement dated June 20, 2016 (the “Non-Disclosure Agreement”), as amended by the letter agreement dated November 6, 2017, between Seller and the reason for withholding such materialPBF Holding Company LLC. (b) Any investigation For a period of six years after the Closing, Purchaser shall afford and examination contemplated by this Section 6.1 shall be subject cause its Affiliates to restrictions set forth afford to Seller and its Representatives reasonable access, during normal business hours and upon reasonable notice, to the personnel, properties, books and records of the Company for periods prior to the Closing Date in Section 6.24 connection with (i) the preparation of Tax Returns, audited financial statements, regulatory filings or for other similar bona fide business and under applicable Lawcompliance purposes which affect Seller or its Affiliates, (ii) compliance with the requirements of any Law or Governmental Authority or (iii) any actual or threatened Action involving Seller or its Affiliates in respect of Third Parties and/or Governmental Authorities; provided, that Purchaser is not obligated to provide any information or documents the disclosure of which would jeopardize any attorney–client or other privilege available to Purchaser, the Company or its Affiliates. Sellers shall cooperateIn connection with receiving such access and information, Seller shall, and shall cause their Subsidiaries its Affiliates and each of their respective Representatives to cooperateto, cooperate with Purchaser and its Affiliates to ensure that such access does not unreasonably interfere with the normal operations of the businesses conducted by Purchaser or its Affiliates or with their respective employee relations. Seller shall promptly reimburse Purchaser and its Affiliates for reasonable, documented out-of-pocket fees, costs or expenses (including reasonable fees, costs and expenses of outside counsel, accountants and other advisors) incurred in connection with such access. (c) For a period of six years after the Closing, Seller shall afford and shall cause its Affiliates to afford to Purchaser, the Company and their respective authorized Representatives, during normal business hours, reasonable access to any books and records relating the Company in its, its Affiliates’, or its Representatives’ possession with respect to periods prior to the Closing Date and allow such persons to make copies and extracts therefrom, to the extent that such access may be reasonably required by Purchaser, the Company and their respective Representatives in connection with (i) the preparation of Tax Returns, audited financial statements, regulatory filings or for other similar bona fide business and compliance purposes which affect Purchaser, the Company or their respective Affiliates, (ii) compliance with the requirements of any Law or Governmental Authority or (iii) any actual or threatened Action in respect of Third Parties and/or Governmental Authorities relating to the Company; provided, that Seller is not obligated to provide any information or documents the disclosure of which would jeopardize any attorney–client or other privilege available to Seller or its Affiliates. In connection with receiving such investigation access and examinationinformation, Purchaser shall, and each shall cause its Affiliates and Representatives to, cooperate with Seller and its Affiliates to ensure that such access does not unreasonably interfere with the normal operations of the businesses conducted by Seller or its Affiliates or with their respective employee relations. Purchaser shall promptly reimburse Seller and its Affiliates for reasonable, documented out-of-pocket fees, costs or expenses (including reasonable fees, costs and expenses of outside counsel, accountants and other advisors) incurred in connection with such access. (d) Except as required by applicable Law or legal process, for a period of two years from and after the Closing, Seller shall, and shall cause its Affiliates and its and their respective Representatives to, hold in confidence any and all non-public information, whether written or oral, to the extent relating to the conduct of the Company’s Business and the assets and liabilities of the Company (“Business Information”), except to the extent that such information (i) is or becomes generally available to the public other than through an action or failure to act by Seller, any of its Affiliates or its or their respective Representatives in breach of the terms of this Agreement, (ii) is lawfully acquired by Seller, any of its Affiliates or its or their respective Representatives from and after the Closing from sources other than Purchaser and its Affiliates that are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation or (iii) was independently developed by Seller, its Affiliates or its or their respective Representatives without reference to or use of Business Information. Except as required by applicable Law or legal process and except in connection with Seller’s exercise of its rights under this Agreement, Seller shall not, and shall cause its Affiliates and its and their Representatives not to, directly or indirectly, reproduce, distribute, divulge, disclose or otherwise disseminate such information, other than to Purchaser and its Representatives shall use their reasonable best efforts or such Representatives of Seller who need to not materially interfere with know such information for the business preparation of Sellers and their Subsidiaries. Without limiting the generality of the foregoingTax Returns, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties financial statements and other facilities, documents and books, Contracts and records reports that Seller or its Affiliates (including any document retention policies of Sellersthe LG Group) and access are required to accountants of Sellers and each of their respective Subsidiaries file with Governmental Authorities (provided that Sellers and each such Representatives of their respective Subsidiaries, as applicable, shall have the right Seller agree to be present at any meeting between any keep such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyconfidential).

Access to Information. (a) Sellers agree thatFor a period of three (3) years after the Closing Date, until upon reasonable prior written notice, the earlier of Parties shall furnish or cause to be furnished to each other and their employees, agents, auditors and representatives access, during normal business hours, to such information, books and records relating to the Executory Contract Designation Deadline Business and the termination Assets as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of this AgreementTax Returns, Purchaser reports or forms for the defense of any Tax claims, assessments, audits or disputes, or the prosecution or defense of any Action and shall be entitledcooperate with each other to the extent reasonably requested for the preparation of such financial reporting, through its Representatives accounting and Tax matters, provided, that with respect to any Tax Returns or otherwiseother records relating to Tax matters or any other Action, to a Party shall have reasonable access to such information until the executive officers applicable statute of limitations, if any, shall have expired, and Representatives of Sellers and the properties and other facilitiesprovided, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all either case such requests for access to the executive officers of Sellers shall be directedsubject to reasonable and customary restrictions with respect to confidentiality. Each Party shall have the right to copy any of such records at its own expense. No Party shall be required by this Section 6.1(a) to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations. Further, the Parties understand that it is the intention of D-Vasive to terminate all operations following closing and to liquidate its assets to its shareholders and as required, to creditors, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such materialthree (3) year term reflected above. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and Buyer each agree to preserve, for at least three (3) years after the Closing Date, all material books, ledgers and other records that are (i) reasonably related to the Business or Assets and (ii) in their Subsidiariespossession; provided, that each Party will preserve all such material books, ledgers and other records relating to Tax matters until expiration of the applicable statute of limitations. Without limiting the generality of Notwithstanding the foregoing, subject to Section 6.1(a), such investigation Buyer and examination shall include reasonable access to Sellers’ executive officers (and employees Parent understand that it is the intention of Sellers to terminate all operations following closing and their respective Subsidiaries identified by such executive officers)to liquidate its assets to its members and as required, officesto creditors, properties prior to the three (3) year term reflected above. (c) On and other facilitiesafter the Closing Date, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each Buyer will take all appropriate action and execute all documents, instruments or conveyances of their respective Subsidiaries (provided that Sellers any kind which may be reasonably necessary or advisable to carry out the intent and each purposes of their respective Subsidiariesthis Agreement and the Collateral Agreements, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is including putting Buyer in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial possession and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect control of the Transferred Real PropertyBusiness and the Assets.

Access to Information. Provide the Lender (aor its designee), its respective officers, employees, financial advisors, business consultants, legal counsel, accountants and other agents and representatives, with all information reasonably requested by the Lender (or its designee) Sellers agree thatfrom time to time concerning its business, until operations and financial condition, and from time to time upon reasonable written notice, during normal business hours and in a manner which does not materially interfere with its business, permit the earlier Lender’s representatives to (i) visit and inspect the Project, (ii) examine and make copies of its financial books, accounts and records, including but not limited to, accounts and records stored in computer data banks and computer software systems, and (iii) discuss its financial affairs and its business with its senior officers and (in the presence of such of its representatives as it may designate and upon consent of the Executory Contract Designation Deadline and Borrower not to be unreasonably withheld) its Auditor, provided that the termination of this AgreementBorrower shall not be obligated to (x) provide, Purchaser shall or cause to be entitledprovided, through its Representatives access or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted information to the extent that it woulddoing so would (A) violate Applicable Law, in Sellers’ reasonable determination, require any Seller, any Subsidiary (B) violate an obligation of any Seller confidentiality of the Borrower or any of their respective Representatives its Subsidiaries owing to disclose information subject a third party, provided the Borrower shall use Commercially Reasonable Efforts to attorney-client privilege or in conflict obtain consent to disclosure that is restricted by any such written agreement and, with respect to any confidentiality written agreement entered into after the Closing Date, the Borrower shall use Commercially Reasonable Efforts to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit include terms that would allow the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject 9.1.9, or (C) reasonably jeopardize the protection of a solicitor-client privilege, or (y) disclose minutes of the deliberations of the Borrower’s Board (or any committees thereof) that relates directly to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperatethe Borrower’s relationship, and shall cause their Subsidiaries and each of their respective Representatives to cooperatecontractual or otherwise, with Purchaser the Lender or any of its Eligible Assignees or any actual or potential transactions between or involving the Borrower and such Lender or any of its Representatives Eligible Assignees, or the evaluation of possible alternatives to such transactions or any other transactions involving the Borrower, or any materials provided to the Borrower’s Board (or any Committees thereof) in connection with such investigation deliberations. If an Event of Default has occurred and examinationis continuing, the Borrower will pay all reasonable expenses incurred by such representatives in order to visit the Borrower’s premises or attend at its and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective SubsidiariesObligor’s principal office, as applicable, shall have the right to be present at any meeting between any for such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertypurposes.

Access to Information. (a) Sellers agree that, until the earlier of the Executory Contract Designation Deadline and the termination of this AgreementAfter Closing, Purchaser shall be entitled, through its Representatives or otherwise, to have provide reasonable access to the executive officers officers, employees, agents and Representatives representatives of Sellers Seller and/or any Seller Indemnitees to (i) Purchaser's books and records for the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases Hotel for benefit plan administration; provided however, that no such investigation any purpose deemed necessary or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any advisable by Seller, any Subsidiary including, without limitation, to facilitate the preparation of any documents required to be filed by Seller under Applicable Law or the resolution of any audit, litigation or other proceeding, claim or charge made by any Person or insurance claim involving Seller or any of their respective Representatives its Affiliates; and (ii) the employees of Purchaser or Manager whose assistance or testimony is deemed necessary or advisable by Seller to disclose information subject to attorney-client privilege assist Seller in evaluating or in conflict with defending any confidentiality agreement to which audit, litigation or other proceeding, claim or charge made by any Seller, any Subsidiary of Person (other than Purchaser and its Affiliates) or insurance claim involving any Seller Indemnitees; provided, however, that (A) Seller or any of their respective Representatives are bound such Seller Indemnitees shall provide reasonable prior notice to Purchaser; (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may B) Purchaser shall not be required to avoid provide such conflict, or restructure the form of access, so as to permit the access requested)during non-business hours; provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform (C) Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any have its representative(s) accompany the officer, employees, agents or representatives of Seller or such accountant Seller Indemnitees in providing access to its books and records, the Property or the employees of Purchaser (or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise's manager) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined provided in this Section 6.17.7. Notwithstanding anything contained herein Purchaser, at its cost and expense, shall retain all books and records with respect to the contrary, Purchaser Hotel for a period of seven (7) years after the Closing. This Section 7.7 shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertysurvive Closing.

Access to Information. (a) Sellers agree that, until Subject to applicable Law and Buyer’s compliance with the earlier of the Executory Contract Designation Deadline and the termination of this Confidentiality Agreement, Purchaser Seller shall be entitled, through permit Buyer and its Representatives or otherwise, representatives to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers the Business, during regular business hours and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ upon reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which caseadvance written notice, to the extent requested by PurchaserBuyer shall reasonably deem necessary or desirable; provided, Sellers will use reasonable best efforts to seek an amendment or appropriate waiverhowever, or necessary consents, as may that Seller shall not be required to avoid such conflict, or restructure the form violate any obligation of access, so as confidentiality to permit the access requested); provided further, that notwithstanding the notice provisions a third party to which Seller is subject in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld discharging its obligations pursuant to this Section 6.1(a)5.1 (provided that Seller uses commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure) nor shall the foregoing require Seller to permit any inspection, Seller shall inform Purchaser or to disclose any information, that reasonably could be expected to result in writing as to the general nature disclosure of what is being withheld and the reason for withholding any trade secrets. Buyer agrees that such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject conducted in such a manner as not to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially unreasonably interfere with the business operations of Sellers Seller, and their Subsidiaries. Without limiting the generality Buyer and its representatives shall not initiate contact with any of the foregoingBusiness Employees, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees without the prior written consent of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilitiesan Authorized Representative of Seller, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or communications permitted by Seller shall be made in the presence of an Authorized Representative of PurchaserSeller; provided, whether such meeting is in person, telephonic or otherwise) that Seller hereby consents to Buyer and Sellers its representatives speaking with the Integration Committee representatives and each of their respective Subsidiaries the other Business Employees set forth on Schedule 5.1. Seller shall permit Buyer and their Representatives shall prepare and furnish its representatives to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including conduct a Phase I and environmental site assessment of the Subleased Property; however, Buyer shall not be authorized to conduct any Phase II site assessments and investigation or any sampling or testing of environmental sampling in respect of the Transferred Real Propertymedia or building materials.

Access to Information. From the date hereof and for thirty (a30) Sellers agree thatdays thereafter, until the earlier of the Executory Contract Designation Deadline Issuer shall, and the termination of this Agreement, Purchaser shall be entitled, through use its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, procure that Study (as may be required to avoid such conflict, or restructure defined in the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designeeMerger Agreement, and following the Closingas used herein “Study”) (a) shall, furnish to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser Subscriber and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information regarding the business and operations of Study and Issuer (including historical and projected financial information) as Purchaser Subscriber or its Representatives may from time to time reasonably request and (b) shall make available to Subscriber and its Representatives during normal business hours those directors, officers, employees, internal auditors, accountants and other Representatives of Study, the Issuer, and their respective Representatives, as applicable, as Subscriber may reasonably request. Notwithstanding the forgoing, subject(i) (A) in no event shall the Issuer be required to provide or procure that Study provide (1) any information in violation of applicable Law, (2) information the disclosure of which, in each casethe judgment of legal counsel, could reasonably be expected to jeopardize any applicable privilege (including the attorney-client privilege) available to any of Study, the Issuer or any of their respective Affiliates relating to such information, or (3) information the disclosure of which would cause any of Study, the Issuer or any of their respective Affiliates to breach a confidentiality obligation to which it is bound; provided, that the Parties shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the restrictions outlined in the preceding clauses (1), (2) or (3) apply and (B) any access or investigation contemplated by this Section 6.1. Notwithstanding anything contained herein to 6 shall not unreasonably interfere with any of the contrarybusinesses, Purchaser shall consult with Sellers prior to conducting any environmental investigations personnel or examinations operations of any natureof Study, including Phase I the Issuer or any of their Affiliates; and Phase II site assessments (ii) the auditors and accountants of any environmental sampling Study, the Issuer or any of their Affiliates shall not be obligated to make any work papers available to any Person except in respect of the Transferred Real Propertyaccordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants.

Access to Information. (a) Sellers agree that5.12.1 Subject to applicable Law, until during the period commencing on the date of this Plan of Merger and ending at the earlier of the Executory Contract Designation Deadline Effective Time and the termination of this AgreementPlan of Merger in accordance with Article VII, Purchaser shall be entitledFirstbank and Mercantile will, through and will cause each of their Subsidiaries to, upon reasonable prior written notice, permit the other party and its respective Representatives or otherwise, to have reasonable access (including promptly and fully responding to all reasonable document or other information requests of the other party) at all reasonable times, and in a manner so as not to interfere with the normal business operations of Firstbank, Mercantile and each of their Subsidiaries, to the executive officers and Representatives of Sellers and senior management, the properties and other facilitiespremises, businessesagents, books, Contractsrecords, personneland Contracts of or pertaining to Firstbank and the Firstbank Subsidiaries or Mercantile and the Mercantile Subsidiaries as may be reasonably requested in writing; provided, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation access will (a) comply with all applicable Laws, (b) not result in, or examination reasonably be expected to result in, the waiver of the attorney-client privilege, or (c) not result in, or reasonably be expected to result in, a material breach of any material Contract. No such access shall be permitted affect the representations, warranties, covenants or agreements of the parties (or the remedies with respect thereto) or the conditions to the extent that it would, in Sellers’ obligations of the parties under this Plan of Merger. Firstbank and Mercantile will use commercially reasonable determination, require efforts to obtain from third parties any Seller, any Subsidiary consents or waivers of any Seller confidentiality restrictions with respect to any such information requested to be provided by it. 5.12.2 Firstbank will give prompt written notice to Mercantile of any event that would reasonably be expected to give rise to a Firstbank Material Adverse Effect. Mercantile will give prompt written notice to Firstbank of any event that would reasonably be expected to give rise to a Mercantile Material Adverse Effect. Each of Firstbank and Mercantile will give prompt written notice to the other party of (a) any notice or other communication received by such party from any Governmental Entity or other Person in connection with the transactions contemplated by this Plan of Merger or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Plan of Merger and (b) any Actions commenced or, to the knowledge of such party, threatened against, relating to or involving or otherwise affecting such party or any of their respective Representatives its Subsidiaries which relate to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary this Plan of any Seller Merger or any of their respective Representatives are bound (in which case, to the extent requested transactions contemplated by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form this Plan of access, so as to permit the access requested); provided further, that notwithstanding the Merger. The delivery of any notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a)5.12.2 will not limit, Seller shall inform Purchaser in writing as expand or otherwise affect the remedies available hereunder (if any) to the general nature of what is being withheld and the reason for withholding party receiving such materialnotice. 5.12.3 While this Plan of Merger is in effect, if either Firstbank or Mercantile becomes aware of any facts or the occurrence or impending occurrence of any event that (a) would cause one or more of the representations and warranties it has given in Article III or IV, respectively, subject to the exceptions contained in the Firstbank Disclosure Letter or the Mercantile Disclosure Letter, respectively, to become untrue or incomplete in any material respect; or (b) Any investigation would have caused one or more of such representations and examination contemplated by warranties to be untrue or incomplete in any material respect had such facts been known or had such event occurred prior to the date of this Section 6.1 Plan of Merger, then such party shall be subject immediately give detailed written notice of such discovery or change, including a detailed description of the underlying facts or events, together with all pertinent documents, to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperatethe other party. 5.12.4 Each of Firstbank, on the one hand, and shall Mercantile, on the other hand, will, and will cause their Subsidiaries and each of their respective Representatives to cooperateto, with Purchaser hold and treat in confidence all documents and information concerning the other party and its Subsidiaries furnished to the applicable party or their respective Representatives in connection with such investigation and examination, and each the transactions contemplated by this Plan of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere Merger in accordance with the business of Sellers letter agreement, dated October 30, 2012, between Firstbank and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(aMercantile ("Confidentiality Agreement"), such investigation which shall remain in full force and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is effect in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult accordance with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyits terms.

Access to Information. Upon reasonable notice, the Company shall (aand shall cause each of its Subsidiaries to) Sellers agree thatafford to officers, until employees, counsel, accountants and other authorized representatives of Parent (the earlier “Authorized Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its Real Property, assets, books and records and, during such period, shall and shall cause each of its Subsidiaries to furnish promptly to such Authorized Representatives all information concerning their business, Real Property, assets and personnel; provided, that no investigation pursuant to this Section 6.4 shall affect or be deemed to modify any of the Executory Contract Designation Deadline representations or warranties made by the Company. The Company acknowledges that Parent may request full and complete access and cooperation of the termination Company and its personnel for additional due diligence, including Phase II investigation of the Real Property, and agrees to provide any support and to take any actions reasonably requested by Parent in this regard. Parent agrees to treat any and all information provided pursuant to this Section 6.4 in compliance with the terms of that certain Confidentiality Agreement, entered by and between the Company and Parent, dated October 31, 2005 (as amended, the “Confidentiality Agreement”). Parent shall promptly deliver to Company true and complete copies of all reports, including exhibits, attachments and schedules thereto which relate to the ownership of any Company Owned Real Property (including title reports and surveys) or the condition thereof with respect to any environmental laws received by or on behalf of Parent or by or on behalf of any Person, attorney, accountant, agent or independent contractor acting for or on behalf of Parent. Any entry by Parent, its Authorized Representatives, onto any of the Real Property, whether prior to or after the date of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access subject to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations conditions that: (including the Purchased Assets and Assumed Liabilitiesa) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination Such entry shall be permitted without cost or expense to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material.Company; (b) Any investigation Parent shall, or shall cause its Authorized Representatives to return each test location to substantially its original condition; and (c) Parent shall indemnify and examination contemplated hold the Company harmless from and against any and all claims for injuries to persons or property or other liability arising out of or related to the activities of Parent or its Authorized Representatives on any of the Real Property including any claims relating to physical damage to the Real Property, in either case caused by this Section 6.1 the acts or omissions of Parent or any of its Authorized Representatives while on the Real Property prior to Closing, unless such claims or damage results from the gross neglect or willful misconduct of the Company; provided, nothing herein shall be subject deemed to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with mitigate the business of Sellers and their Subsidiaries. Without limiting the generality indemnity obligations of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.Fully-Diluted Stockholders

Access to Information. (a) Sellers agree that, until the earlier of the Executory Contract Designation Deadline Prior and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access subsequent to the executive officers Closing, Seller will permit Buyer to make a full and Representatives complete investigation of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) to receive from Seller all information of Sellers Seller and their SubsidiariesSeller Sub relating to the Purchased Assets or reasonably related to Seller's and Seller Sub's conduct of the Business. Without limiting this right, including access Seller will give to systemsBuyer and its accountants, datalegal counsel, databases for benefit plan administration; provided howeverand other representatives full access, that no during normal business hours, at a mutually agreeable location arranged in advance, to all of the books, records, files, documents, properties, and contracts of Seller and Seller Sub relating to the Purchased Assets or reasonably related to Seller's and Seller Sub's conduct of the Business and allow Buyer and any such investigation or examination representatives to make copies thereof, all of which shall be permitted to the extent that it would, made available in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, organized fashion and so as to permit facilitate an orderly review. This Section 7.1 shall not affect or be deemed to modify any representation or warranty contained herein or the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access conditions to the executive officers obligations of Sellers the parties to consummate the transactions contemplated by this Agreement. Seller shall be directed, prior to maintain and make available the Closing, to the Chief Financial Officer of Parent or his designee, information and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to records specified in this Section 6.1(a)7.1 (a) in the ordinary course of Seller's and Seller Sub's business and document retention policies, Seller shall inform Purchaser in writing as to if the general nature of what is being withheld and the reason for withholding such materialtransactions contemplated by this Agreement had not occurred. (b) Any investigation At all times following the Closing, each party shall provide the other party (at such other party's expense) with such reasonable assistance, including the provision of available relevant records or other information and examination contemplated reasonable access to and cooperation of any employees, as may be reasonably requested by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each either of their respective Representatives to cooperate, with Purchaser and its Representatives them in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations preparation of any naturefinancial statement or tax return, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertyaudit or examination by any taxing authority, or any judicial or administrative proceeding relating to liability for Taxes.

Access to Information. From the date hereof until the Closing, Seller shall cause the Company to (a) Sellers agree that, until the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with provide Purchaser and its Representatives with reasonable access and right to inspect during normal business hours, upon reasonable prior notice, to all personnel, officers, employees, assets, premises, Contracts, documents and properties of the Company and the Books and Records and other information and data relating to the Company; (b) provide to Purchaser and its Representatives within twenty (20) Business Days after the end of each calendar month updated reinsurance balances receivable and back-up calculations of their component parts beginning with the June 30, 2018 balances receivable; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation thereof; and (e) furnish Purchaser and its Representatives with all such information and data (including copies of Contracts, Company IP Agreements, Plans and other Books and Records) concerning the Company and operations of the Company as Purchaser or any of such Representatives reasonably may request in connection with such investigation, provided, however, that in each case such access and investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts be conducted in a manner as to not materially unreasonably interfere with the conduct of the business of Sellers the Company; provided, further, that (i) the auditors and their Subsidiaries. Without limiting the generality outside accountants of the foregoing, subject Company shall not be obligated to Section 6.1(a), such investigation and examination shall include reasonable make work papers available unless Purchaser has signed a customary agreement relating to access to Sellers’ executive officers such work papers in form and substance reasonably acceptable to such auditors or accountants, as applicable and (and employees ii) Seller shall not be obligated to make any information available that would, in the reasonable judgment of Sellers and their respective Subsidiaries identified by such executive officers)Seller, officeswith advice from legal counsel, properties and (x) violate or jeopardize any applicable attorney-client or other facilities, and books, Contracts and records similar legal privilege or (y) violate any applicable Law (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and confidentiality provisions contained in Contracts). No investigation by Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information received by Purchaser shall operate as Purchaser may from time to time reasonably requesta waiver or otherwise affect any representation, subject, in each case, to the confidentiality restrictions outlined warranty or agreement given or made by Seller in this Section 6.1Agreement. Notwithstanding anything contained herein to All such information shall be kept confidential in accordance with the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect terms of the Transferred Real PropertyConfidentiality Agreement.

Access to Information. (a) Sellers agree that, From the date hereof until the earlier Closing, Sellers will provide Purchaser and its authorized Advisors with reasonable access and upon reasonable advance notice and during regular business hours (and in accordance with the reasonable procedures established by Sellers) to the books and records of Sellers, in order for Purchaser and its authorized Advisors to access such information regarding the Acquired Assets and the Assumed Liabilities as is reasonably necessary in order to consummate the Transactions; provided that (i) such access does not unreasonably interfere with the normal operations of any Seller, (ii) such access will occur in such a manner as Sellers reasonably determine to be appropriate to protect the confidentiality of the Executory Contract Designation Deadline Transactions and the termination of this Agreementsuch books and records, (iii) all requests for access will be directed to Guggenheim Securities or such other Person(s) as Guggenheim Securities may designate in writing from time to time (iv) nothing herein will require Sellers to provide access to, or to disclose any information to, Purchaser shall if such access or disclosure (A) would cause significant competitive harm to any Seller if the Transactions are not consummated, (B) would waive any legal privilege, (D) would be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives in violation of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations applicable Laws (including the Purchased Assets HSR Act and Assumed LiabilitiesForeign Competition Laws) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary provisions of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which Sellers are bound or would violate any Sellerfiduciary duty, or (E) is in respect of Excluded Tax Returns. Notwithstanding anything to the contrary contained herein will permit Purchaser or its authorized Advisors to conduct any Subsidiary sampling or testing of any Seller environmental media or any other invasive investigation or assessment at any Leased Real Property including of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, type commonly known as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such materiala Phase II environmental site assessment. (b) Any investigation and examination contemplated by Subject to Section 6.14, the information provided pursuant to this Section 6.1 shall 6.2 will be subject to restrictions set forth in Section 6.24 governed by all the terms and under applicable Lawconditions of the Confidentiality Agreement. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting Affiliates make no representation or warranty as to the generality accuracy of the foregoingany information, subject if any, provided pursuant to this Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities6.2, and books, Contracts and records (including any document retention policies Purchaser may not rely on the accuracy of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subjectinformation, in each case, other than the Express Representations. (c) From and after the Closing for a period of three years following the Closing Date (or, if later, the closing of the Bankruptcy Cases), Purchaser will provide Sellers and their Advisors with reasonable access, during normal business hours, and upon reasonable advance notice, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein books and records, including work papers, schedules, memoranda, Tax Returns, Tax schedules, Tax rulings, and other documents (for the purpose of examining and copying) relating to the contraryAcquired Assets, the Excluded Assets, the Assumed Liabilities or the Excluded Liabilities with respect to periods or occurrences prior to the Closing Date, and reasonable access, during normal business hours, and upon reasonable advance notice, to employees, officers, Advisors, accountants, offices and properties of Purchaser (including for the purpose of better understanding the books and records). Unless otherwise consented to in writing by S▇▇▇▇▇▇, Purchaser will not, for a period of three (3) years following the Closing Date, destroy, alter or otherwise dispose of any of such books and records without first offering to surrender to Sellers such books and records or any portion thereof that Purchaser may intend to destroy, alter or dispose of. From and after the Closing, Purchaser will, and will cause its employees to, provide Sellers with reasonable assistance, support and cooperation with Sellers’ wind-down and related activities (e.g., helping to locate documents or information related to preparation of Tax Returns or prosecution or processing of insurance/benefit claims). (d) Prior to the Closing, the Parties shall consult reasonably cooperate with each other in coordinating their communications with any customer, supplier or other contractual counterparty of Sellers in relation to this Transaction; provided that Purchaser will not, and will not permit any member of the Purchaser Group to, contact any officer, manager, director, employee, customer, supplier, lessee, lessor, lender, licensee, licensor, distributor, noteholder or other material business relation of any Seller prior to conducting the Closing with respect to any environmental investigations Seller, the Business or examinations the Transactions, in each case without the prior written consent of any natureSellers for each such contact, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Propertysuch consent not to be unreasonably withheld.

Access to Information. (a) Sellers agree thatFrom the date hereof to the Effective Time, until the earlier Company shall, and shall cause the Company Subsidiaries to, and their respective officers, directors, employees, auditors and agents to, afford the officers, employees and agents of the Executory Contract Designation Deadline Parent and the termination of this AgreementMerger Sub reasonable access at all reasonable times to its officers, Purchaser employees, agents, properties, offices and other facilities and to all books and records, and shall be entitledpromptly furnish Parent and Merger Sub with (i) all financial, operating and other data and information as Parent or Merger Sub, through its Representatives officers, employees or otherwiseagents, to have reasonable access to the executive officers may reasonably request and Representatives (ii) a copy of Sellers and the properties each report, schedule and other facilities, businesses, books, Contracts, personnel, records and operations (including document filed or received by the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller Company or any of their respective Representatives Company Subsidiaries during such period pursuant to disclose applicable securities laws or stock exchange rules. All information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld exchanged pursuant to this Section 6.1(a), Seller 7.05 shall inform Purchaser in writing as be subject to the general nature of what is being withheld and the reason for withholding such materialConfidentiality Agreements. (b) Any investigation Parent, Merger Sub and examination contemplated by this Section 6.1 shall be subject their respective authorized representatives (including its designated engineers or consultants) may at any time during the Company's normal business hours, upon reasonable advance notice, enter into and upon all or any portion of the Company Properties in order to restrictions set forth investigate and assess, as Parent or Merger Sub deems necessary and appropriate in Section 6.24 and under applicable Lawits reasonable discretion, the environmental condition of such properties or the business conducted thereat. Sellers shall cooperateThe Company shall, and shall cause their the Company Subsidiaries and each of their respective Representatives to cooperateto, cooperate with Purchaser and its Representatives in connection with such investigation and examinationParent, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers Merger Sub and their respective Subsidiaries identified by authorized representatives in conducting such executive officers)investigation, officesshall allow Parent, properties Merger Sub and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiariesauthorized representatives full access during normal business hours, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each caseupon reasonable advance notice, to the confidentiality restrictions outlined Company Properties, together with full permission to conduct such investigation, and shall provide Parent, Merger Sub and their respective authorized representatives all plans, soil or surface or ground water tests or reports, any environmental investigation results, reports or assessments previously or contemporaneously conducted or prepared by or on behalf of, or in this Section 6.1. Notwithstanding anything contained herein the possession of or reasonably available to the contraryCompany or any Company Subsidiary or any of their engineers, Purchaser shall consult with Sellers prior consultants or agents and all other information relating to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling matters in respect of the Transferred Real Propertytheir properties and business.

Access to Information. (a) Sellers agree thatTo the extent permitted by applicable law, from the date hereof until the earlier Closing Date, Seller will (i) give, and will cause each Company and each Subsidiary to give, to Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of the Executory Contract Designation Deadline Companies and the termination Subsidiaries and to the books and records of this AgreementSeller relating to the Companies and the Subsidiaries, Purchaser shall be entitled(ii) furnish, through its Representatives or otherwiseand will cause each Company and each Subsidiary to furnish, to have reasonable access to the executive officers and Representatives of Sellers and the properties Buyer, its counsel, financial advisors, auditors and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no authorized representatives such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser such Persons may from time reasonably request and (iii) instruct the employees, auditors, counsel and financial advisors of Seller, any Company or any Subsidiary to time reasonably requestcooperate with Buyer in its investigation of the business of the Companies and the Subsidiaries. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller or any of its subsidiaries. (b) On and after the Closing Date, subjectSeller will afford promptly to Buyer and its agents reasonable access to its books of account, in each casefinancial and other records (including, without limitation, accountant's work papers), information, employees and auditors to the confidentiality restrictions outlined extent necessary or useful for Buyer in this Section 6.1. Notwithstanding anything contained herein connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to any Company or any Subsidiary; provided that any such access by Buyer shall not unreasonably interfere with the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect conduct of the Transferred Real Propertybusiness of Seller. Buyer shall bear all of the out-of-pocket costs and expenses (including, without limitation, attorneys' fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with the foregoing.

Access to Information. (a) Sellers agree that, until Between the earlier date of the Executory Contract Designation Deadline this Agreement and the Closing Date or earlier termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers DGT and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperategive, and shall cause their Subsidiaries and each of direct their respective Representatives accountants and legal counsel to cooperategive, with the Purchaser and its Representatives in connection with such investigation accountants, counsel, financial advisors and examination, and each of other representatives (the “Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(aRepresentatives”), such investigation at reasonable times during normal business hours and examination shall include upon reasonable intervals and notice, access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties all offices and other facilitiesfacilities and to all employees, properties, contracts, agreements, commitments, books and booksrecords, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request(including Tax Returns, subjectinternal working papers, in each caseclient files, client contracts and director service agreements), of or pertaining to the confidentiality restrictions outlined Seller as the Purchaser Representatives may reasonably request regarding the Seller’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and statement of operations, each as they become available, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of any applicable Legal Requirements, and independent public accountant’s work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct such representatives to reasonably cooperate with the Purchaser Representatives in their investigation; provided that the Purchaser Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Seller. No information or knowledge obtained by the Purchaser or any Purchaser Representative pursuant to this Section 6.1. Notwithstanding anything 5.7 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect obligations of the Transferred Real PropertyPurchaser to consummate the Contemplated Transactions. Any information or knowledge obtained by the Purchaser pursuant to this Section 5.7 shall be governed by the terms of the Confidentiality Agreement.

Access to Information. (a) Sellers agree that, From the date hereof until the earlier of the Executory Contract Designation Deadline and the termination of this AgreementClosing Date, Purchaser shall be entitled, through its Representatives or otherwise, to have upon reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a)notice, Seller shall inform Purchaser in writing as (i) give Buyer, its counsel, financial advisors, auditors and other authorized representatives full access during normal business hours to the general nature of what is being withheld offices, properties, books and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality records of the foregoingStations, subject (ii) furnish to Section 6.1(a)Buyer, such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers)its counsel, officesfinancial advisors, properties auditors and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any authorized representatives such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information relating to the Stations as Purchaser such Persons may from time to time reasonably requestrequest and (iii) instruct the employees, subjectcounsel and financial advisors of Seller to cooperate with Buyer in its investigation of the Stations; provided, however, that any investigation pursuant to this Section 5.02(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of the Business or any of the businesses or operations of Seller. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller hereunder. (b) On and after the Closing Date, Seller will hold, and will use their commercially reasonable best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in each caseconfidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Buyer, Buyer’s Affiliates and the Business. (c) On and after the Closing Date, Seller will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records (including accountant’s work papers), information, employees and auditors to the confidentiality restrictions outlined extent necessary or reasonably useful for Buyer in this Section 6.1. Notwithstanding anything contained herein connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the contrary, Purchaser Business; provided that any such access by Buyer shall consult not unreasonably interfere with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect the conduct of the Transferred Real Propertybusinesses or operations of Seller or any Affiliate of Seller.

Access to Information. Seller will, and will cause its Affiliates and representatives to, provide Purchaser and its representatives with reasonable access (anot to exceed three (3) Sellers agree thattimes during the period from the Effective Date through the Closing Date, until without the earlier consent of Seller, not to be unreasonably withheld, conditioned, or delayed) and upon reasonable advance notice and during regular business hours to the Purchased Assets, which access shall be supervised by Seller, as is reasonably necessary in order to prepare for and consummate the Transactions or otherwise as reasonably requested by Purchaser in connection with Purchaser’s investigation of the Executory Contract Designation Deadline Purchased Assets, completion and operation of the termination Improvements, and commission of this Agreement, the Survey; provided that Purchaser shall be entitledreimburse Seller for all reasonable out of pocket third party expenses (including travel costs) incurred by Seller in connection with one individual designated by Seller supervising any such access, through its Representatives or otherwise, to have reasonable access other than the first two (2) Purchaser visits to the executive officers Property under this Section 10(c). Purchaser hereby agrees to indemnify, defend, and Representatives of Sellers hold Seller, and the properties its Affiliates and its and their respective officers, directors, and other facilities, businesses, books, Contracts, personnel, records representatives harmless from and operations (including the Purchased Assets against any and Assumed Liabilities) all Liabilities arising from any act of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administrationPurchaser or any of its representatives in connection with such access; provided however, that no such investigation Purchaser’s indemnity under this Section 10(c) shall not include any Liabilities resulting from the gross negligence or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary willful misconduct of any Seller or any of its Affiliates or its or their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such materialrepresentatives. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may from time to time reasonably request, subject, in each case, to the confidentiality restrictions outlined in this Section 6.1. Notwithstanding anything contained herein to the contrary, Purchaser shall consult with Sellers prior to conducting any environmental investigations or examinations of any nature, including Phase I and Phase II site assessments and any environmental sampling in respect of the Transferred Real Property.

Access to Information. (a) Sellers agree that, From the date hereof until the earlier of the Executory Contract Designation Deadline Closing, upon reasonable notice Seller shall (i) permit Purchaser and the termination of this Agreement, Purchaser shall be entitled, through its authorized Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts books and records of Seller related to the Business, (including any document retention policies of Sellersii) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s the Representatives of Purchaser such additional financial and operating data and other information regarding the Business (or copies thereof) as Purchaser may from time to time reasonably requestrequest and (iii) provide Purchaser with reasonable access to ▇▇▇▇▇ ▇▇▇▇▇▇▇, subject▇▇▇ ▇▇▇▇▇▇▇▇ and such other key Seller employees involved with the Business pursuant to a process, and at appropriate times, as may be mutually agreed to by Purchaser and Seller; provided, however, that any such access or furnishing of information shall be conducted during normal business hours, under the supervision of Seller’s personnel and in each case, such a manner as not to interfere with the confidentiality restrictions outlined in this Section 6.1normal operations of the Business. Notwithstanding anything contained herein to the contrarycontrary in this Agreement, Seller shall not be required to disclose any information to Purchaser if such disclosure would (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Legal Requirements, fiduciary duty or binding Contract entered into prior to the date hereof. (b) In order to facilitate the resolution of any claims made against or incurred by Seller with respect to the Business, for a period of three years after the Closing, Purchaser shall consult with Sellers (i) retain the Business Records relating to periods prior to conducting any environmental investigations or examinations the Closing, and (ii) upon reasonable notice, afford the Representatives of any natureSeller reasonable access (including the right to make, including Phase I and Phase II site assessments and any environmental sampling in respect at Seller’s expense, photocopies), during normal business hours, under the supervision of the Transferred Real PropertyPurchaser’s personnel and in such a manner as not to interfere with the normal operations of the Business.

Access to Information. (a) Sellers agree thatEach Seller shall, until during the earlier of period commencing on the Executory Contract Designation Deadline Effective Date and ending on the termination of this AgreementClosing Date, Purchaser shall furnish or cause to be entitled, through its Representatives or otherwise, furnished to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers Buyers and their SubsidiariesRepresentatives, including access to systemsat reasonable times and upon reasonable notice, data(i) such access, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which caseduring normal business hours, to the extent requested by PurchaserAssets, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consentsincluding the Real Property, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reasonable access to Sellers’ executive officers (and employees of Sellers and their respective Subsidiaries identified by such executive officers), offices, properties and other facilities, and books, Contracts and records (including any document retention policies of Sellers) and access to accountants of Sellers and each of their respective Subsidiaries (provided that Sellers and each of their respective Subsidiaries, as applicable, shall have the right to be present at any meeting between any such accountant and Purchaser or Representative of Purchaser, whether such meeting is in person, telephonic or otherwise) and Sellers and each of their respective Subsidiaries and their Representatives shall prepare and furnish to Purchaser’s Representatives such additional financial and operating data and other information as Purchaser may Buyers from time to time reasonably request, subjectall in accordance with Section 5.9, in each caseand with due regard to minimizing disruption of the conduct of the Business, (ii) such access to the confidentiality restrictions outlined books, accounts, records, Contracts and other information and data (including data in the possession of such Seller’s respective independent public accountants) of the Business as Buyers from time to time reasonably request and (iii) provided that there is no undue interference with their job duties, such access to Sellers’ officers, managers, directors, employees, store managers, territory managers, agents and Representatives as Buyers from time to time reasonably request for such purposes as Buyers deem reasonably necessary in connection with the consummation of the transactions contemplated by this Agreement, which purposes may include (A) interviewing Employees to evaluate whether to make offers of employment to any such Employees in accordance with Section 6.16.4, (B) discussing with one or more store managers or other personnel of the Business the possibility of becoming a commissioned marketer or other operator of the Business, (C) discussing with one or more commissioned marketers or other third parties the possibility of becoming commissioned marketers or other operators of Station Properties, and (D) obtaining assistance from Sellers’ personnel in connection with Buyers’ converting certain of the Station Properties into non-company operated sites in accordance with Section 6.11; provided, however, that any environmental investigation, testing, sampling or analysis shall be conducted in accordance with the terms of, and subject to the limitations set forth in, Section 5.6. Notwithstanding the foregoing or anything contained herein to the contrary, Purchaser Buyers and their authorized Representatives shall consult with Sellers not be permitted or entitled to examine any materials without Sellers’ prior written consent, if either (A) such materials are protected by the attorney-client privilege, work product doctrine or other similar privilege or doctrine and such examination could, in Sellers’ opinion based on reasonable advice of counsel, cause the loss of such privilege or protection or (B) such examination could contravene any Law, fiduciary duty or binding agreement entered into prior to conducting any environmental investigations the Effective Date, except that Sellers shall use commercially reasonable efforts to provide such materials in a manner that does not cause the loss of attorney-client privilege, work product doctrine or examinations other similar privilege or doctrine or the contravention of any natureLaw, including Phase I fiduciary duty or binding agreement; provided that, for the avoidance of doubt, the final determination whether, after the use of commercially reasonable effort, disclosure could result in a the loss of attorney-client privilege, work product doctrine or other similar privilege or doctrine or the contravention of any Law, fiduciary duty or binding agreement shall be determined by Sellers in their reasonable discretion. All investigations and Phase II site assessments due diligence conducted by Buyers or any of their Representatives shall be coordinated with Sellers, except as otherwise provided herein, and any environmental sampling Sellers shall authorize and direct the appropriate representatives of Sellers to cooperate with Buyers in respect their investigation of the Transferred Real PropertyBusiness and, subject to the restrictions herein contained, to discuss matters involving Business of Sellers as the case may be, with Representatives of Buyers. Until the Closing occurs or this Agreement is terminated in accordance with its terms, Sellers shall prepare and deliver to Buyers true and complete copies of monthly detailed profit and loss reports with respect to the Business on or prior to the fifteenth (15th) Business Day after each month end. Each of such profit and loss reports shall be (x) in the same form and include the same level of detail as the unaudited profit and loss report of the Business for the latest twelve months ended February 29, 2016 that Sellers have made available to Buyers, (y) correct and complete in all material respects and (z) prepared in accordance with the books and records of Sellers pertaining to the Business. No information provided to or obtained by any Buyer pursuant to this Section 5.1(a) or otherwise shall limit or otherwise affect the remedies available hereunder to any Buyer (including any Buyer’s right to seek indemnification pursuant to ARTICLE VIII, or the representations or warranties of, or the conditions to the obligations of, the Parties.