Common use of After the Closing Clause in Contracts

After the Closing. Date Borrower shall not enter into any lease agreement affecting any portion of the Project other than an Approved Lease. For purposes hereof, an "Approved Lease" shall mean (i) each Existing Lease and all extensions and renewals thereof, (ii) any fully executed lease agreement between Borrower and a particular tenant relating to any portion of the Project which is on a form of lease which has been approved in writing by Lender, provides for a term of no more than five (5) years and covers less than 5,000 square feet of leasable space, and (iii) any lease which has been approved in writing by Lender. In any event, not more than five percent (5%) of the leasable space in the Project shall be leased to any one or more Affiliates of Borrower or either Guarantor or any Person which is indebted to Borrower or either Guarantor or any Person in which Borrower or either Guarantor possesses an ownership interest. Within ten (10) Business Days after receipt by Lender of Borrower's written request for Lender's approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to so notify Borrower within such time period, Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a copy of each Approved Lease within five (5) Business Days after it is fully executed. If required by Lender, in conjunction with the execution of an Approved Lease relating to any portion of the Project, the tenant thereunder shall execute an Estoppel Certificate and Subordination, Non-Disturbance and Attornment Agreement in form and substance satisfactory to Lender.

After the Closing. Date Borrower Seller shall, and shall not enter into any lease agreement affecting any portion cause its Affiliates to, preserve, in accordance with Seller’s, or its applicable Affiliates’, standard document retention policies and until the earlier to occur of the Project other than an Approved Lease. For purposes hereof, an "Approved Lease" shall mean (i) each Existing Lease such date as such books and all extensions and renewals thereof, records are transferred to Buyer or its Affiliates or (ii) any fully executed lease agreement between Borrower and a particular tenant relating to any portion the end of the Project which is on a form Retention Period, all pre-Closing Date books and records of lease which has the Acquired Companies and the Business (including any Business Data) that have not been approved in writing by Lendertransferred to Buyer. During such period, provides for a term upon any reasonable request from Buyer or its Representatives, the member of no more than five the Seller Group holding such books and records shall (5i) years provide to Buyer or any of its Representatives reasonable access to such books and covers less than 5,000 square feet records during normal business hours; provided, however, that such access shall not unreasonably interfere with the conduct of leasable space, the business of Seller or any of its Affiliates holding such books and records and (iiiii) permit Buyer or any lease which has been approved of its authorized Representatives to make copies of such books and records, in writing each case, at no cost to Buyer or its applicable Representatives (provided that ▇▇▇▇▇ will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by LenderSeller). In Nothing herein shall require Parent, Seller or any eventof its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, not more than five percent the work product immunity or any other applicable legal privilege or similar doctrine, (5%B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Seller or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Buyer or any of its Affiliates or review of the leasable space in the Project shall be leased to any one or more Affiliates of Borrower or either Guarantor or any Person which is indebted to Borrower or either Guarantor or any Person in which Borrower or either Guarantor possesses an ownership interest. Within ten (10) Business Days after receipt by Lender of Borrower's written request for Lender's approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to so notify Borrower within such time period, Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a copy of each Approved Lease within five (5) Business Days after it is fully executed. If required by Lender, in conjunction with the execution of an Approved Lease relating to any portion of the Project, the tenant thereunder shall execute an Estoppel Certificate and Subordination, Non-Disturbance and Attornment Agreement in form and substance satisfactory to LenderClosing Statement.

After the Closing. Date Borrower shall not enter into Buyer will during normal business ------ hours and on reasonable notice provide Seller (and its representatives including counsel, independent auditors and governmental agencies) with access to all information, files, documents and records in Buyer's possession or under Buyer's control relating to the Hospital, its employees or any lease agreement affecting any portion of the Project Assets which Seller reasonably requires with respect to, and will cooperate with Seller at Seller's expense with regard to, any reasonable business purpose, including, without limitation, the preparation, filing, handling and appeal of any tax returns or other than an Approved Leasereports for periods ending on or prior to the Closing Date and the Seller Cost Reports and any amendments thereto, compliance with governmental requirements and regulations, and the prosecution or defense of third party claims. For purposes hereofIn addition, an "Approved Lease" shall mean (i) each Existing Lease and all extensions and renewals thereof, (ii) any fully executed lease agreement between Borrower and a particular tenant relating to any portion of during the Project period from the Closing Date through the date which is on a form six months thereafter (the "Period"), Buyer will provide and make available to Seller and Parent for their exclusive use, the 5 offices (the "Offices") currently used by certain corporate office staff of lease which has been approved in writing by Lender, provides for a term of no more than five (5) years and covers less than 5,000 square feet of leasable space, and (iii) any lease which has been approved in writing by Lender. In any event, not more than five percent (5%) of the leasable Parent as well as additional office space in the Project professional office building of the Hospital for use by certain of Seller's billing and collection staff, which Space shall comprise approximately 1900 square feet (the "Additional Space" and collectively, with the Offices, the "Space") and any common areas necessary for use in connection with Seller's or Parent's use of the Space, which Space shall include access to Meditech computer terminal lines and telephone and telecopy access and be occupied exclusively by corporate office staff and billing and collection staff or other staff or representatives of Parent, in each case, as may be designated by Parent from time to time for their continued use during the Period. In exchange for the above described exclusive right to occupy and use the Space, Seller shall pay Buyer an aggregate amount equal to $1,900 per month, payable monthly in advance on the first business day of each month and prorated for any partial months, which amount represents all fees, costs, and expenses to be paid by Seller pursuant to this Section 4.4 in connection with Seller's and Parent's use of the Space, including, without limitation, all charges for utilities and janitorial services, except that Seller shall be leased responsible for and shall pay to Buyer promptly after receipt of proper invoices therefor, out-of-pocket long distance telephone and telecopy charges incurred by Seller, Parent or their employees, agents or representatives at the Space. In the event that at any one or more Affiliates of Borrower or either Guarantor or any Person time during the Period through the date which is indebted 15 days prior to Borrower or either Guarantor or any Person in which Borrower or either Guarantor possesses an ownership interest. Within ten (10) Business Days after receipt by Lender of Borrower's written request for Lender's approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to so notify Borrower within such time period, Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a copy of each Approved Lease within five (5) Business Days after it is fully executed. If required by Lender, in conjunction with the execution of an Approved Lease relating to any portion last day of the ProjectPeriod, Seller shall provide Buyer with written notice of its intent to extend its use of the tenant thereunder Space beyond the end of the Period, Buyer shall execute an Estoppel Certificate provide and Subordination, Non-Disturbance make available the Space to Seller and Attornment Agreement Parent for one additional period of six months on the same terms and conditions contained in form and substance satisfactory to Lender.this Section 4.4

After the Closing. Date Borrower shall not enter into any lease agreement affecting any portion of the Project other than an Approved Lease. For purposes hereof, an "Approved Lease" shall mean (i) each Existing Lease Buyer and its Affiliates shall not disclose or use, directly or indirectly, any information, whether disclosed through documents, work papers or other materials, orally, or electronically, that is of a confidential or proprietary nature related to Seller (including any information obtained in connection with the entering into of this Agreement) and shall maintain the confidentiality of all extensions such information; provided, however, that Buyer may disclose any such information (A) that is or becomes generally available to the public other than as a result of disclosure by Buyer or its Affiliates, (B) that is or becomes available to Buyer on a non-confidential basis from a source that is not bound by a confidentiality obligation to the Company or Seller, or (C) with the prior written approval of Seller; provided, further, that, to the extent that Buyer or its Affiliates may become legally compelled to disclose any such information by any Governmental Entity or if Buyer or its Affiliates receives written advice of outside counsel that disclosure is required in order to avoid violating any Laws, Buyer or its Affiliates may disclose such information; but only after, if applicable or relevant, they have used all commercially reasonable efforts to afford Seller, at its sole cost and renewals thereofexpense, the opportunity to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information required to be disclosed; provided, further, that Buyer may disclose only that portion of such information as is necessary to comply with applicable Law or regulation, or to enforce its obligations under this Agreement; and provided, further, that this Section 10.12 shall not prohibit or restrict or otherwise limit the use or disclosure by Buyer and its Affiliates of any documents, work papers or other materials or information related to the Group Companies or the Business. (ii) Seller shall not disclose or use, directly or indirectly, any fully executed lease agreement between Borrower information, whether disclosed through documents, work papers or other materials, orally, or electronically, that is of a confidential or proprietary nature related to the Group Companies and shall maintain the confidentiality of all such information; provided, however, that Seller may disclose any such information (A) that is or becomes generally available to the public other than as a particular tenant relating result of disclosure by Seller, (B) that is or becomes available to Seller on a non-confidential basis from a source that is not bound by a confidentiality obligation to Buyer or (C) with the prior written approval of Buyer; provided, further, that, to the extent that Seller may become legally compelled to disclose any such information by any Governmental Entity or if Seller receives written advice of outside counsel that disclosure is required in order to avoid violating any Laws, Seller may disclose such information; but only after, if applicable or relevant, it has used all commercially reasonable efforts to afford Buyer, at its sole cost and expense, the opportunity to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information required to be disclosed; and provided, further, that Seller may disclose only that portion of the Project which such information as is on a form of lease which has been approved in writing by Lender, provides for a term of no more than five (5) years and covers less than 5,000 square feet of leasable space, and (iii) any lease which has been approved in writing by Lender. In any event, not more than five percent (5%) of the leasable space in the Project shall be leased necessary to any one comply with applicable Law or more Affiliates of Borrower or either Guarantor or any Person which is indebted to Borrower or either Guarantor or any Person in which Borrower or either Guarantor possesses an ownership interest. Within ten (10) Business Days after receipt by Lender of Borrower's written request for Lender's approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to so notify Borrower within such time period, Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a copy of each Approved Lease within five (5) Business Days after it is fully executed. If required by Lenderregulation, in conjunction connection with the execution of an Approved Lease relating any required Tax disclosures or to any portion of the Project, the tenant thereunder shall execute an Estoppel Certificate and Subordination, Non-Disturbance and Attornment Agreement in form and substance satisfactory to Lenderenforce its obligations under this Agreement. Section 10.13. [Reserved].

After the Closing. Date Borrower shall not enter into any lease agreement affecting any portion of the Project other than an Approved Lease. For purposes hereof, an "Approved Lease" shall mean (i) each Existing Lease Buyer and its Affiliates shall not disclose or use, directly or indirectly, any information, whether disclosed through documents, work papers or other materials, orally, or electronically, that is of a confidential or proprietary nature related to Seller (including any information obtained in connection with the entering into of this Agreement) and shall maintain the confidentiality of all extensions such information; provided, however, that Buyer may disclose any such information (A) that is or becomes generally available to the public other than as a result of disclosure by Buyer or its Affiliates, (B) that is or becomes available to Buyer on a non-confidential basis from a source that is not bound by a confidentiality obligation to the Company or Seller, or (C) with the prior written approval of Seller; provided, further, that, to the extent that Buyer or its Affiliates may become legally compelled to disclose any such information by any Governmental Entity or if Buyer or its Affiliates receives advice of outside counsel that disclosure is required in order to avoid violating any Laws, Buyer or its Affiliates may disclose such information; but only after, if applicable or relevant, they have used all commercially reasonable efforts to afford Seller, at its sole cost and renewals thereofexpense, the opportunity to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information required to be disclosed; provided, further, that Buyer may disclose only that portion of such information as is necessary to comply with applicable Law or regulation, or to enforce its obligations under this Agreement; and provided, further, that this Section 9.13 shall not prohibit or restrict or otherwise limit the use or disclosure by Buyer and its Affiliates of any documents, work papers or other materials or information related to the Company or the Business. (ii) Seller shall not disclose or use, directly or indirectly, any fully executed lease agreement between Borrower information, whether disclosed through documents, work papers or other materials, orally, or electronically, that is of a confidential or proprietary nature related to the Company and shall maintain the confidentiality of all such information; provided, however, that Seller may disclose any such information (A) that is or becomes generally available to the public other than as a particular tenant relating result of disclosure by Seller, (B) that is or becomes available to Seller on a non-confidential basis from a source that is not bound by a confidentiality obligation to Buyer or (C) with the prior written approval of Buyer; provided, further, that, to the extent that Seller may become legally compelled to disclose any such information by any Governmental Entity or if Seller receives advice of outside counsel that disclosure is required in order to avoid violating any Laws, Seller may disclose such information; but only after, if applicable or relevant, it has used all commercially reasonable efforts to afford Buyer, at its sole cost and expense, the opportunity to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information required to be disclosed; and provided, further, that Seller may disclose only that portion of the Project which such information as is on a form of lease which has been approved in writing by Lender, provides for a term of no more than five (5) years and covers less than 5,000 square feet of leasable space, and (iii) any lease which has been approved in writing by Lender. In any event, not more than five percent (5%) of the leasable space in the Project shall be leased necessary to any one comply with applicable Law or more Affiliates of Borrower or either Guarantor or any Person which is indebted to Borrower or either Guarantor or any Person in which Borrower or either Guarantor possesses an ownership interest. Within ten (10) Business Days after receipt by Lender of Borrower's written request for Lender's approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to so notify Borrower within such time period, Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a copy of each Approved Lease within five (5) Business Days after it is fully executed. If required by Lenderregulation, in conjunction connection with the execution of an Approved Lease relating any required Tax disclosures or to any portion of the Project, the tenant thereunder shall execute an Estoppel Certificate and Subordination, Non-Disturbance and Attornment Agreement in form and substance satisfactory to Lenderenforce its obligations under this Agreement.

After the Closing. Date Borrower the Buyer shall not enter into any lease agreement affecting any portion promptly file for approval by BOEM the necessary documents in order to reflect the change in ownership of the Project Equity Interests of the Company from the Seller to the Buyer (and the Buyer shall take such other than an Approved Leaseaction as may be necessary to obtain such approval from BOEM), and the Seller shall cooperate in taking any action as may be necessary and reasonable in order for BOEM to recognize such change in the ownership of the Equity Interests of the Company. For purposes hereofNotwithstanding anything herein to the contrary, an "Approved Lease" shall mean the Seller acknowledges that (i) each Existing Lease and all extensions and renewals thereof, no delay by the BOEM in the approval of any name change with respect to the Company (including as required by Section 6(e)) or (ii) the Company’s continued use of its current name in all filings with the BOEM and BSEE until such approval has been obtained shall constitute a breach of the Buyer’s obligations under this Agreement. To the extent required by any fully executed lease agreement between Borrower Governmental Authority or any applicable Law, after the Closing the Buyer will cause the Company to maintain right-of-way bonds or any other surety bonds as may be required by, and a particular tenant in accordance with, all Laws governing the ownership and operation of the federal Outer Continental Shelf rights-of-way relating to (x) the ▇▇▇▇▇▇ Island Pipeline System, the ▇▇▇▇▇▇ Island System, and the ▇▇▇▇▇▇▇▇▇▇ System, and (y) if the Interest Exclusion Option is not exercised with respect thereto, ECam and South Pass. The Buyer acknowledges that any and all bonds, letters of credit, indemnities and guarantees posted by the Seller or any of its Affiliates (other than the Company) with Governmental Authorities and relating to any portion of the Project which is assets or operations of the Company (the “Existing Surety Instruments”) shall not inure to the benefit of the Company or any of its Affiliates after the Closing or be transferred to the Buyer, the Company or any of their Affiliates after the Closing and (ii) agrees to promptly reimburse the Seller or its applicable Affiliate in cash, in full, in the event of any draw, call or other event giving rise to any payment obligation on a form the part of lease which has been approved in writing by Lenderthe Seller or any of its Affiliates or any of their respective surety’s or other institutions with respect to any of the Existing Surety Instruments relating to the federal Outer Continental Shelf rights-of-way relating to (x) the ▇▇▇▇▇▇ Island Pipeline System, provides for a term of no more than five (5) years the ▇▇▇▇▇▇ Island System, and covers less than 5,000 square feet of leasable spacethe ▇▇▇▇▇▇▇▇▇▇ System, and (iiiy) any lease which has been approved in writing by Lender. In any eventif the Interest Exclusion Option is not exercised with respect thereto, ECam and South Pass, will not more than five percent (5%) inure to the benefit of the leasable space in Company after Closing, or be transferred to the Project shall be leased to any one or more Affiliates of Borrower or either Guarantor or any Person which is indebted to Borrower or either Guarantor or any Person in which Borrower or either Guarantor possesses an ownership interest. Within ten (10) Business Days after receipt by Lender of Borrower's written request for Lender's approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to so notify Borrower within such time period, Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a copy of each Approved Lease within five (5) Business Days after it is fully executed. If required by LenderBuyer, in conjunction with the execution of an Approved Lease relating to any portion of the Project, the tenant thereunder shall execute an Estoppel Certificate each case for so long as such Existing Surety Instruments remain outstanding and Subordination, Non-Disturbance and Attornment Agreement in form and substance satisfactory to Lendereffect.

After the Closing. Seller shall keep and preserve all medical records and other records of the Business as of Closing that are not delivered to Buyer by Seller and that are required to be kept and preserved by applicable Law or in connection with any claim or controversy pending at Closing involving the Business; provided, that, subject to the last two (2) sentences of this sub-section, Seller may dispose of such records in accordance with Seller’s records retention and disposition policies from time to time in effect. From and after the Closing Date, for such period as is required by Law or in connection with any claim or controversy pending at Closing involving the Business, Buyer and Seller shall retain and make available to representatives of Seller or Buyer, respectively, including its counsel and accountants, upon reasonable notice, subject to patient confidentiality and during regular business hours and at mutually agreeable times, full and complete access to, and copies of (at the sole cost and expense of Buyer), any such records of the Business or relating to the Acquired Assets prior to the Closing Date Borrower shall not enter into and access to personnel as may be reasonably necessary to comply with applicable Law, prepare tax returns, or to resolve any lease agreement affecting such pending dispute. Notwithstanding the foregoing, should Seller wish to destroy such records or any portion of the Project other than an Approved Lease. For purposes hereof, an "Approved Lease" shall mean (i) each Existing Lease and all extensions and renewals thereof, Seller shall first notify Buyer of its intent and Buyer will have thirty (ii30) days following its receipt of such notice to notify Seller of its intent to reclaim any fully executed lease agreement between Borrower and a particular tenant relating to any portion such records in whole or in part. Buyer shall take possession of the Project which is on a form of lease which has been approved in writing by Lender, provides for a term of such records no more later than five (5) years and covers less than 5,000 square feet of leasable space, and (iii) any lease which has been approved in writing by Lender. In any event, not more than five percent (5%) of the leasable space in the Project shall be leased to any one or more Affiliates of Borrower or either Guarantor or any Person which is indebted to Borrower or either Guarantor or any Person in which Borrower or either Guarantor possesses an ownership interest. Within ten (10) Business Days after receipt by Lender of Borrower's written request for Lender's approval or rejection of a proposed Approved Lease together with a copy days following Buyer’s delivery of such proposed Approved Lease, Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to so notify Borrower within such time period, Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a copy notice of each Approved Lease within five (5) Business Days after it is fully executed. If required by Lender, in conjunction with the execution of an Approved Lease relating to any portion of the Project, the tenant thereunder shall execute an Estoppel Certificate and Subordination, Non-Disturbance and Attornment Agreement in form and substance satisfactory to Lenderintent.

After the Closing. Date Borrower Buyer shall cause the Company to continue to indemnify and hold harmless each present and former director and officer of the Company and its Subsidiaries against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities of any nature whatsoever, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to Closing, whether asserted or claimed prior to, at or after the Closing (a "Proceeding"), to the fullest extent that the Company or any of its Subsidiaries would have been permitted under applicable law and the certificates of incorporation and by-laws of the Company and its Subsidiaries in effect on the date hereof to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable law); provided, however, the person to whom such expenses are advanced provides an unsecured undertaking to the Company to repay such advances if it is ultimately determined that such person is not entitled to indemnification; and provided, further, that any determination required to be made with respect to whether an officer's or director's conduct complies with the standards set forth under applicable law and/or the applicable certificate of incorporation and by-laws of the Company or its Subsidiary providing such indemnity shall be made by independent counsel selected by the Company and Buyer and reasonably acceptable to the indemnified person; and provided, further, that such indemnification and advancement of expenses shall not enter into apply to any lease agreement affecting Proceeding (or part of any portion of the Project Proceeding) which is first initiated by such person (other than in response to a third party claim, in connection with an Approved Lease. For purposes hereofappeal or if another party has initiated a Proceeding on the same matter previously), an "Approved Lease" shall mean (i) each Existing Lease and all extensions and renewals thereof, (ii) any fully executed lease agreement between Borrower and a particular tenant relating to any portion of the Project which is on a form of lease which has been approved in writing by Lender, provides for a term of no more than five (5) years and covers less than 5,000 square feet of leasable space, and (iii) any lease which has been approved in writing by Lender. In any event, not more than five percent (5%) of the leasable space in the Project shall be leased to any one or more Affiliates of Borrower or either Guarantor or any Person which is indebted Proceeding by such person against the Company, any Subsidiary or its directors, officers, employees or other persons entitled to Borrower or either Guarantor or any Person in which Borrower or either Guarantor possesses an ownership interest. Within ten (10) Business Days after receipt be indemnified by Lender of Borrower's written request for Lender's approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to so notify Borrower within such time period, Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a copy of each Approved Lease within five (5) Business Days after it is fully executed. If required by Lender, in conjunction with the execution of an Approved Lease relating to any portion of the Project, the tenant thereunder shall execute an Estoppel Certificate and Subordination, Non-Disturbance and Attornment Agreement in form and substance satisfactory to LenderCorporation.

After the Closing. Date Borrower Buyer shall not enter into provide, and shall cause its Affiliates to provide, during normal business hours and upon reasonable advance notice, the Sellers with such assistance and access as they may reasonably request in connection with the preparation of Tax Returns required to be filed, any lease agreement affecting audit or other examination by or communication with any portion governmental authority relating to Taxes or customs duties, any judicial or administrative proceedings relating to liability for Taxes or customs duties, or any claim for refund in respect of Taxes. Such assistance shall include making employees available, during normal business hours and upon reasonable advance notice, to the Project Sellers and their counsel, providing additional information and explanation of any material to be provided, furnishing to or permitting the copying by the Sellers or their counsel of any records, returns, schedules, documents, work papers or other than an Approved Leaserelevant materials which might reasonably be expected to be used in connection with such return, audit, examination, proceeding or claim. For purposes The Sellers will reimburse the Buyer for any out of pocket costs reasonably incurred in providing such assistance. Except to the extent performance hereunder would violate applicable law, Buyer shall, prior to contacting or responding to any governmental Person (or permitting one of its Subsidiaries to contact or respond to any governmental Person) in respect of a matter relating a Special Indemnifiable Item, provide notice to and confer with Sellers as to the reasons for and nature of such contact or response, and, if Sellers acknowledge liability for such matter, Sellers may assume control of such matter in accordance with Section 9.4(b) hereof, an "Approved Lease" shall mean (ior if Sellers do not acknowledge responsibility for such matter, Sellers may participate in accordance Section 9.4(c) each Existing Lease hereof. The Buyer will, and all extensions and renewals thereofwill cause its Subsidiaries to, (ii) any fully executed lease agreement between Borrower and a particular tenant relating to any portion of the Project which is on a form of lease which has been approved in writing by Lender, provides retain for a term period of no more than five (5) years and covers less than 5,000 square feet of leasable spaceafter the Closing Date, and (iii) any lease which has been approved in writing by Lender. In any event, not more than five percent (5%) upon the reasonable request of the leasable space in the Project shall Sellers, provide, any records or information which may be leased relevant to any one such reporting, return, audit, examination, proceeding or more Affiliates of Borrower or either Guarantor or any Person which is indebted to Borrower or either Guarantor or any Person in which Borrower or either Guarantor possesses an ownership interest. Within ten (10) Business Days after receipt by Lender of Borrower's written request for Lender's approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to so notify Borrower within such time period, Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a copy of each Approved Lease within five (5) Business Days after it is fully executed. If required by Lender, in conjunction with the execution of an Approved Lease relating to any portion of the Project, the tenant thereunder shall execute an Estoppel Certificate and Subordination, Non-Disturbance and Attornment Agreement in form and substance satisfactory to Lenderclaim.

After the Closing. Date Borrower shall not enter into any lease agreement affecting any portion Buyer shall, at its own expense or at the expense of the Project Companies, cause each Company to preserve and keep, or transport to a storage site of its own selection where it shall preserve and keep, the books and records of each of the Companies obtained by Buyer or retained by the Companies, including financial or business transaction records, books of original entry, tax records and supporting documents, for a period of seven years from the Closing Date or such longer period if required under applicable Laws. Within 60 days after the Closing, Seller shall provide Buyer with a list or inventory of the document types and inclusive dates of the records transmitted to Buyer or retained by the Companies. Buyer shall make or shall cause the Companies to make such acquired or retained records as are dated up to the Closing Date and included in the inventory provided by Seller, including the general ledger and mining reports, available to Seller as may be reasonably requested by Seller in connection with, among other than an Approved Leasethings, any of Seller's financial reporting or Tax filing obligations, for a period of seven years from the Closing Date or such longer period if required under applicable Laws. For purposes hereofa period of 15 years after the Closing Date, Buyer shall notify Seller in writing, on an "Approved Lease" shall mean (i) each Existing Lease and all extensions and renewals thereofannual basis, (ii) any fully executed lease agreement between Borrower and a particular tenant relating to any portion of the Project which is on a form document types and, if applicable, inclusive dates of lease which has been approved in writing by Lenderany such retained records, provides that it or the Companies intend to destroy during the following one-year period. If Seller desires access to such records for a term period of no more time longer than five (5) years and covers less than 5,000 square feet of leasable spacespecified in Buyer's annual notice, and (iii) any lease which has been approved Seller shall notify Buyer in writing by Lender. In any eventwriting, not more than five percent (5%) 60 days following Seller's receipt of Buyer's annual notice, of its desire to retain such records, and Buyer shall deliver, or cause the leasable space Companies to deliver, such records to Seller. If Seller does not notify Buyer of its desire to retain records within such 60-day period, Buyer or the Companies may dispose of such records according to prudent records management practices in the Project shall be leased to any one or more Affiliates ordinary course of Borrower or either Guarantor or any Person which is indebted to Borrower or either Guarantor or any Person in which Borrower or either Guarantor possesses an ownership interest. Within ten (10) Business Days after receipt by Lender of Borrower's written request for Lender's approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to so notify Borrower within such time period, Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a copy of each Approved Lease within five (5) Business Days after it is fully executed. If required by Lender, in conjunction with the execution of an Approved Lease relating to any portion of the Project, the tenant thereunder shall execute an Estoppel Certificate and Subordination, Non-Disturbance and Attornment Agreement in form and substance satisfactory to Lenderbusiness.

After the Closing. Date Borrower shall not enter into any lease agreement affecting any portion If the transactions contemplated hereby are consummated, each of the Project other than an Approved Lease. For purposes hereofPrincipal Stockholders shall maintain the confidentiality of all confidential, an "Approved Lease" shall mean (i) each Existing Lease and all extensions and renewals thereofsensitive, (ii) any fully executed lease agreement between Borrower and a particular tenant relating to any portion or proprietary information of the Project Surviving Corporation and/or any of its Subsidiaries, including without limitation with respect to their respective businesses, finances, affairs, and technology, which is on a form shall be and remain the exclusive property of lease which has been approved the Surviving Corporation and/or such Subsidiary, as the case may be, and unless previously authorized in writing by Lender, provides for a term of no more than five (5) years and covers less than 5,000 square feet of leasable spaceHolding, and (iiiexcept with respect to information that has otherwise become public through no action or omission on the part of any of the Principal Stockholders, shall not disclose any such information to any third party, or use it for any purpose other than in the discharge of such Principal Stockholder's respective employment responsibilities in the ordinary course of the Surviving Corporation's business. Notwithstanding the foregoing, if any of the Principal Stockholders is required by law or regulation to disclose any confidential, sensitive, or proprietary information of the Surviving Corporation and/or any of its Subsidiaries, such Principal Stockholder will provide each of the Surviving Corporation and Holding with prompt notice of such disclosure obligation so that the Surviving Corporation and/or Holding may seek a protective order or take other appropriate action and/or waive compliance with this Section 9.1(b) any lease which has been approved in writing by Lenderto the extent of such required disclosure. In the absence of such a waiver, if any event, not more than five percent (5%) of the leasable space Principal Stockholders is, in the Project opinion of his counsel, compelled to disclose any such information upon pain of liability for contempt or other censure or penalty, such Principal Stockholder may disclose such information to the relevant court or other tribunal or governmental authority without liability hereunder, but notwithstanding such disclosure, such information shall be leased to any one or more Affiliates of Borrower or either Guarantor or any Person which is indebted to Borrower or either Guarantor or any Person in which Borrower or either Guarantor possesses an ownership interest. Within ten (10remain confidential under this Section 9.1(b) Business Days after receipt by Lender of Borrower's written request for Lender's approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to so notify Borrower within such time period, Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a copy of each Approved Lease within five (5) Business Days after it is fully executed. If required by Lender, in conjunction with the execution of an Approved Lease relating to any portion of the Project, the tenant thereunder shall execute an Estoppel Certificate and Subordination, Non-Disturbance and Attornment Agreement in form and substance satisfactory to Lenderdisclosure.

After the Closing. Buyer shall not, and shall cause its Representatives and Affiliates not to, directly or indirectly, for a period of the longer of (a) three (3) years after the Closing Date Borrower and (b) until such information no longer constitutes a trade secret under applicable Law, without the prior written consent of Seller, disclose to any third party (other than each other and their respective Representatives) any confidential information with respect to the Retained Businesses or included in the Excluded Assets; provided that the foregoing restriction shall not enter into (a) apply to any lease agreement affecting any portion of the Project other than an Approved Lease. For purposes hereof, an "Approved Lease" shall mean information that (i) each Existing Lease and all extensions and renewals thereofis or becomes generally available to, or known by, the public (other than as a result of disclosure in violation of this Section 5.16(b) or any other confidentiality obligations owed to Seller), (ii) is or becomes generally available to Buyer from a source other than Seller or its Affiliates or Representatives, provided that such source is not known by Buyer to be bound by a duty of confidentiality with Seller or its Affiliates, or (iii) Buyer can establish was independently developed by Buyer or any fully executed lease agreement between Borrower of its Affiliates (other than by the Business prior to the Closing), without use of any confidential information with respect to the Retained Businesses or included in the Excluded Assets, or (b) prohibit any disclosure (i) required by Law or the rules and regulations of any applicable national securities exchange so long as, to the extent legally permissible, Buyer provides Seller with reasonable prior notice of such disclosure and a particular tenant reasonable opportunity to contest such disclosure or (ii) necessary to be made in connection with the enforcement of any right or remedy relating to any portion of the Project which is on a form of lease which has been approved Transaction Documents or the transactions contemplated thereby. The Confidentiality Agreement shall remain in writing full force and effect and shall not be affected by Lender, provides for a term of no more than five (5) years and covers less than 5,000 square feet of leasable space, and (iii) any lease which has been approved in writing by Lender. In any event, not more than five percent (5%) of the leasable space in the Project shall be leased to any one or more Affiliates of Borrower or either Guarantor or any Person which is indebted to Borrower or either Guarantor or any Person in which Borrower or either Guarantor possesses an ownership interest. Within ten (10) Business Days after receipt by Lender of Borrower's written request for Lender's approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to so notify Borrower within such time period, Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a copy of each Approved Lease within five (5) Business Days after it is fully executed. If required by Lender, in conjunction with the execution of an Approved Lease relating to any portion of the Projectthis Agreement. Effective upon, and only upon, the tenant Closing, the Confidentiality Agreement shall terminate. As soon as reasonably practicable after the date hereof, Seller shall deliver written notice to each Person (other than Buyer and its Affiliates and Representatives) that signed a confidentiality agreement with Seller in connection with any actual or potential proposal by such Person to acquire the Business to promptly return or destroy all confidential information delivered thereunder shall execute an Estoppel Certificate and Subordination, Non-Disturbance and Attornment Agreement in form and substance satisfactory to Lenderthe extent required by such confidentiality agreement (to the extent Seller has not already done so).

After the Closing. Date Borrower the Buyer shall promptly notify the Seller in writing of the proposed assessment or the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim on the Buyer or the Target Companies which, if determined adversely to the taxpayer after the lapse of time, could be grounds for payment of Taxes by the Seller under this Agreement. Such notice shall contain factual information (to the extent known to the Buyer or the Target Companies) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If the Buyer fails to give the Seller prompt notice of an asserted Tax liability as required by this Section 5.11(g), then the Seller shall be relieved of any obligation to indemnify for any loss arising out of such asserted Tax liability under this Agreement only to the extent that the Seller is actually prejudiced by the failure of the Buyer to give such notice. The Buyer shall have the sole right to direct and control and make all decisions regarding the Target Companies’ interests in any audit or administrative or court proceeding (a “Contest”) relating to Taxes of the Target Companies, including selection of counsel and selection of a forum for such Contest, with respect to all Tax Returns for all periods other than the Pre-Closing Tax Period and the Straddle Tax Period. The Seller shall have the right to participate in such Contest (at the Seller’s own expense) only to the extent that the Seller reasonably determines that the settlement or handling of such Contest could have an adverse effect on the Seller. The Seller shall have the right to direct and control and make all decisions regarding the Target Companies’ interests in any Contest relating to Taxes of the Target Companies, including selection of counsel and selection of a forum for such Contest, with respect to all Tax Returns which include the operations of the Target Companies for all Pre-Closing Tax Periods. In such Contest, if a taxing authority proposes a change to the taxable income of any of the Target Companies, the Seller shall promptly notify the Buyer and such notice shall contain factual information (to the extent known to the Seller) describing the asserted Tax liability in reasonable detail. The Buyer shall have the right to participate in such Contest (at the Buyer’s own expense) only to the extent that the Buyer reasonably determines that the settlement or handling of such Contest could have an adverse effect on the Buyer for a period after the Closing Date. Any Contest with respect to Taxes for a Straddle Period shall be controlled jointly by the Seller and the Buyer. If either the Buyer or the Seller elects not to direct and control any Contest that it has the right to direct and control (or participate in such direction or control) pursuant to this Section 5.11(g), the other Party may assume control of such Contest. Neither the Buyer nor the Seller may settle or compromise any Contest subject to this Section 5.11(g) without the prior written consent of the other Party; provided, however, that consent to settlement or compromise shall not enter into any lease agreement affecting any portion of be unreasonably withheld or delayed. The Buyer and the Project other than an Approved Lease. For purposes hereof, an "Approved Lease" shall mean (i) each Existing Lease and all extensions and renewals thereof, (ii) any fully executed lease agreement between Borrower and a particular tenant relating Seller agree to any portion of the Project which is on a form of lease which has been approved in writing by Lender, provides for a term of no more than five (5) years and covers less than 5,000 square feet of leasable space, and (iii) any lease which has been approved in writing by Lender. In any event, not more than five percent (5%) of the leasable space cooperate in the Project shall be leased to conduct of any one or more Affiliates of Borrower or either Guarantor or any Person which is indebted to Borrower or either Guarantor or any Person in which Borrower or either Guarantor possesses an ownership interest. Within ten (10) Business Days after receipt by Lender of Borrower's written request for Lender's approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to so notify Borrower within such time period, Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a copy of each Approved Lease within five (5) Business Days after it is fully executed. If required by Lender, in conjunction with the execution of an Approved Lease relating to any portion of the Project, the tenant thereunder shall execute an Estoppel Certificate and Subordination, Non-Disturbance and Attornment Agreement in form and substance satisfactory to LenderContest.

After the Closing. Date Borrower Acquirer and the Shareholders shall promptly notify each other in writing of any demand or claim for Taxes received by the Shareholders or the Acquirer from any Tax authority with respect to any adjustment by such Tax authority of the allocation of purchase price set forth in the Section 338(h)(10) Forms where, as a result of such adjustment to the allocation of purchase price in any such demand or claim, (x) the total amount of federal and state income tax payable by the Shareholders resulting from the Section 338(h)(10) Elections would exceed (y) the total amount of federal and state income tax that would have been payable by the Shareholders had the Shares been sold and no Section 338(h)(10) Elections were made (such excess, if any, is referred to as the "Additional Tax"). The failure of the Shareholders to promptly notify Acquirer of any such demand or claim shall not enter into forfeit the right to indemnity pursuant to this Section 12.05(b) except to the extent that such failure prejudices the ability to defend such claim. Acquirer may elect to defend against such claim, suit, action or proceeding, at its own expense, through counsel of its own choice, provided that such election is made in writing to the Shareholders no later than thirty (30) days following notice to Acquirer of any lease agreement affecting such adjustment, and further provided that counsel for any portion of the Project other than Shareholders shall be allowed to participate and consult with Acquirer's counsel as to any such defense. The Acquirer shall pay to the Shareholders an Approved Lease. For purposes hereofamount such that the sum of the Purchase Price and the amount payable by the Acquirer to the Shareholders pursuant to this Section 12.05(b) plus penalties and interest, an if any, attributable to the adjustment in the allocation of the purchase price (the "Approved Lease" shall mean (i) each Existing Lease Gross-up Payment"), net of federal and all extensions and renewals state income taxes payable by the Shareholders in respect thereof, (iiis equal to the amount the Shareholders would have received had the Shares been sold and no Section 338(h)(10) Elections had been made, net of federal and state income taxes payable by the Shareholders in respect thereof; provided, that the Acquirer shall only be required to make a Gross-up Payment to the extent of any fully executed lease agreement between Borrower Additional Tax is attributable to an adjustment in the allocation of purchase price, and a particular tenant relating the Acquirer shall not be required to make any Gross-up Payment to the extent any Additional Tax is attributable to any portion of the Project which is on a form of lease which has been approved in writing by Lenderother cause, provides for a term of no more than five (5) years and covers less than 5,000 square feet of leasable space, and (iii) any lease which has been approved in writing by Lender. In any event, not more than five percent (5%) of the leasable space in the Project shall be leased to any one reason or more Affiliates of Borrower or either Guarantor or any Person which is indebted to Borrower or either Guarantor or any Person in which Borrower or either Guarantor possesses an ownership interest. Within ten (10) Business Days after receipt by Lender of Borrower's written request for Lender's approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to so notify Borrower within such time period, Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a copy of each Approved Lease within five (5) Business Days after it is fully executed. If required by Lender, in conjunction with the execution of an Approved Lease relating to any portion of the Project, the tenant thereunder shall execute an Estoppel Certificate and Subordination, Non-Disturbance and Attornment Agreement in form and substance satisfactory to Lenderfactor.

After the Closing. Date Borrower shall not enter into any lease agreement affecting any portion of the Project other than an Approved Lease. For purposes hereof, an "Approved Lease" shall mean (i) each Existing Lease Buyer and its Affiliates shall not disclose or use, directly or indirectly, any information, whether disclosed through documents, work papers or other materials, orally, or electronically, that is of a confidential or proprietary nature related to Seller (including any information obtained in connection with the entering into of this Agreement) and shall maintain the confidentiality of all extensions such information; provided, however, that Buyer may disclose any such information (A) that is or becomes generally available to the public other than as a result of disclosure by Buyer or its Affiliates, (B) that is or becomes available to Buyer on a non-confidential basis from a source that is not bound by a confidentiality obligation to the Company or Seller, or (C) with the prior written approval of Seller; provided, further, that, to the extent that Buyer or its Affiliates may become legally compelled to disclose any such information by any Governmental Entity or if Buyer or its Affiliates receives written advice of outside counsel that disclosure is required in order to avoid violating any Laws, Buyer or its Affiliates may disclose such information; but only after, if applicable or relevant, they have used all commercially reasonable efforts to afford Seller, at its sole cost and renewals thereofexpense, the opportunity to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information required to be disclosed; provided, further, that Buyer may disclose only that portion of such information as is necessary to comply with applicable Law or regulation, or to enforce its obligations under this Agreement; and provided, further, that this Section 10.12 shall not prohibit or restrict or otherwise limit the use or disclosure by Buyer and its Affiliates of any documents, work papers or other materials or information related to the Group Companies or the Business. (ii) Seller shall not disclose or use, directly or indirectly, any fully executed lease agreement between Borrower information, whether disclosed through documents, work papers or other materials, orally, or electronically, that is of a confidential or proprietary nature related to the Group Companies and shall maintain the confidentiality of all such information; provided, however, that Seller may disclose any such information (A) that is or becomes generally available to the public other than as a particular tenant relating result of disclosure by Seller, (B) that is or becomes available to Seller on a non-confidential basis from a source that is not bound by a confidentiality obligation to Buyer or (C) with the prior written approval of Buyer; provided, further, that, to the extent that Seller may become legally compelled to disclose any such information by any Governmental Entity or if Seller receives written advice of outside counsel that disclosure is required in order to avoid violating any Laws, Seller may disclose such information; but only after, if applicable or relevant, it has used all commercially reasonable efforts to afford Buyer, at its sole cost and expense, the opportunity to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information required to be disclosed; and provided, further, that Seller may disclose only that portion of the Project which such information as is on a form of lease which has been approved in writing by Lender, provides for a term of no more than five (5) years and covers less than 5,000 square feet of leasable space, and (iii) any lease which has been approved in writing by Lender. In any event, not more than five percent (5%) of the leasable space in the Project shall be leased necessary to any one comply with applicable Law or more Affiliates of Borrower or either Guarantor or any Person which is indebted to Borrower or either Guarantor or any Person in which Borrower or either Guarantor possesses an ownership interest. Within ten (10) Business Days after receipt by Lender of Borrower's written request for Lender's approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to so notify Borrower within such time period, Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a copy of each Approved Lease within five (5) Business Days after it is fully executed. If required by Lenderregulation, in conjunction connection with the execution of an Approved Lease relating any required Tax disclosures or to any portion of the Project, the tenant thereunder shall execute an Estoppel Certificate and Subordination, Non-Disturbance and Attornment Agreement in form and substance satisfactory to Lenderenforce its obligations under this Agreement.