Common use of Access to Properties and Records Clause in Contracts

Access to Properties and Records. (a) CCE shall, and shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege.

Access to Properties and Records. (a) CCE shallEach of the Selling Parties shall afford, and shall cause TPC toeach of the Partnership Entities (and to the extent reasonably necessary, afford Parent) to ETP afford, to Buyer and ETP’s Buyer's accountants, counsel and representatives full (collectively "BUYER REPRESENTATIVES"), upon reasonable advance notice to the Selling Parties or their financial adviser, reasonable access during normal business hours throughout the period prior to commencing on the date hereof and ending on the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the personnel, properties, books, contracts, commitments and records of each of the Partnership Entities and their agents, including legal representatives, accountants and environmental and engineering consultants (including all environmental studiesprovided that the Selling Parties or their designee(s) may, reports and other environmental records and all pipeline cost-of-service and rate-related studiesin the sole discretion of the Selling Parties, reports and records related accompany the person(s) to TPC whom such access is provided as contemplated herein) and, during such period, shall furnish promptly to ETP Buyer all information concerning the business, properties, Liabilities liabilities and personnel related to TPC of any of the Partnership Entities as ETP Buyer may request, provided, however, provided that no investigation or receipt of information pursuant to this Section 5.2 4.2 shall affect any representation or warranty of CCE the Selling Parties or Buyer's reliance thereon. Additionally, Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement (as defined in Section 9.16). Buyer shall have no right of access to, and the Selling Parties shall have no obligation to provide to Buyer, (1) bids received from other Persons in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids or (2) any information the disclosure of which the Selling Parties have concluded may jeopardize any privilege available to the obligations Selling Parties or any of ETPthe Partnership Entities relating to such information or would cause any of such entities to breach a confidentiality obligation. To Buyer agrees that if Buyer or its authorized representatives receive, or if the extent not located at information (whether in electronic mail format, on computer hard drives or otherwise) held by any of the offices or properties of TPC Partnership Entities as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining includes information that relates to the business operations or other strategic matters of TPC the Parent or any of the Selling Parties or any of their Affiliates (other than the Partnership Entities) such information shall be held in confidence on the terms and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client conditions contained in the Confidentiality Agreement, but the term of the restriction on the disclosure and use of such information shall continue in effect as to such information for a period of two years from the Closing. Buyer further agrees that if any of the Selling Parties or Partnership Entities inadvertently furnishes to Buyer copies of or access to information that is subject to clause (2) of the second preceding sentence, Buyer will, upon the Selling Parties' request, promptly return the same to the Selling Parties together with any and all extracts therefrom or notes pertaining thereto (whether in electronic or other applicable privilege format). Buyer shall indemnify, defend, and hold harmless the Selling Parties and their Affiliates from and against any "LOSSES" (as defined in circumstances Section 8.2) asserted against or suffered by the Seller Indemnified Parties (as defined in which TPC is not Section 8.2) relating to, resulting from, or arising out of any personal injury to, or property damage directly caused by, any Buyer Representative during any site visit, examination or investigation conducted in accordance with this Section 4.2(a), except where such personal injury or property damage results from the sole client unless gross negligence or willful misconduct of the parties entitled to such attorney-client Selling Parties, Parent, the Partnership Entities or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client any employee or other applicable privilegeagent thereof.

Access to Properties and Records. (a) CCE shallIn order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties to this Agreement, subject to Section 12.1 hereof, Synergy shall permit NYB and its officers, employees, counsel, accountants and other authorized representatives, reasonable access, upon reasonable notice and throughout the period before the Effective Time, to its resources, personnel and properties and those of the Synergy Subsidiaries, and shall cause TPC todisclose and make available to NYB and its officers, afford to ETP employees, counsel, accountants and ETP’s accountants, counsel and other authorized representatives full reasonable access during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement, any Acquisition Proposal or any other subject matter Synergy reasonably determines should be treated as ETP confidential) and stockholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which NYB may request, have a reasonable interest; provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE Synergy shall not be obligated required to take any action that would provide access to ETP or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client customer or other applicable Person or would result in the waiver by it of the privilege in circumstances in which TPC is not the sole client unless the parties entitled protecting communications between it and any of its counsel. Synergy shall upon NYB’s reasonable request provide NYB with access to such attorney-client or other applicable privilege shall consent thereto Synergy’s records and enter into an appropriate joint defense agreement systems for the purpose of preservation allowing NYB to obtain account and transaction information in connection with NYB’s efforts to complete a migration or integration of such attorneydata into its systems and planning for same. Such access shall include, without limitation, computer data linkage to Synergy’s system prior to the Effective Time if NYB deems that to be reasonably necessary or appropriate. Synergy hereby consents to NYB sharing such information, on a confidential basis and in compliance with the provisions of the Xxxxx-client Xxxxx-Xxxxxx Act and any applicable regulations, with such vendors as NYB deems to be necessary or other applicable privilegeappropriate for the purpose of preparing for and implementing the required systems integration or account migration. Synergy shall provide and shall request its auditors to provide NYB with such historical financial information regarding it (and related audit reports and consents) as NYB may reasonably request for securities disclosure purposes. NYB shall use commercially reasonable best efforts to minimize any interference with Synergy’s regular business operations during any such access to Synergy’s property, books and records. Synergy and each Synergy Subsidiary shall permit NYB, at NYB’s expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or occupied by Synergy or any Synergy Subsidiary.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, and VIST shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full permit Xxxxxxxx reasonable access during normal business hours throughout upon reasonable notice to its properties and those of the period prior VIST Subsidiaries, and shall disclose and make available to Xxxxxxxx during normal business hours all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter VIST reasonably determines should be treated as ETP confidential) and shareholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which Xxxxxxxx may request, have a reasonable interest; provided, however, that VIST shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. VIST shall provide and shall request its auditors to provide Xxxxxxxx with such historical financial information regarding it (and related audit reports and consents) as Xxxxxxxx may reasonably request for securities disclosure purposes. Xxxxxxxx shall use commercially reasonable efforts to minimize any interference with VIST’s regular business operations during any such access to VIST’s property, books and records. VIST shall permit Xxxxxxxx, at its expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at each Branch at any time prior to the Closing Date; provided, however, that Xxxxxxxx shall have the right to conduct a “phase II environmental audit” prior to the Closing only to the extent that a “phase II environmental audit” is within the scope of additional testing recommended by the “phase I environmental audit” to be performed as a result of a “Recognized Environmental Condition” (as such term is defined by The American Society for Testing Materials) that was discovered in the “phase I environmental audit” and provided that as to any “phase II environmental audits” performed at a Branch which VIST Bank leases, the landlord pursuant to the applicable lease has consented to such “phase II environmental audit” if such consent is necessary pursuant to the lease. VIST Bank will use its commercially reasonable efforts (at no investigation cost to VIST Bank) to obtain such landlord consent. Prior to performing any “phase II environmental audits,” Xxxxxxxx will provide VIST with a copy of its proposed work plan and Xxxxxxxx will cooperate in good faith with VIST to address any comments or receipt of information suggestions made by VIST regarding the work plan. Xxxxxxxx and its environmental consultant shall conduct all environmental assessments pursuant to this Section 5.2 shall affect any representation 6.3 at mutually agreeable times and so as to eliminate or warranty of CCE or the conditions minimize to the obligations greatest extent possible interference with VIST’s operation of ETPits business, and Xxxxxxxx shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. To Xxxxxxxx shall be required to restore each Owned Real Property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any “phase I environmental audit” and any “phase II environmental audit,” and any restoration and clean up, shall be borne solely by Xxxxxxxx. Xxxxxxxx shall indemnify, defend and hold VIST and the extent VIST Subsidiaries and its and their respective officers, directors, managers, partners and employees (collectively, “Environmental Indemnitees”), harmless from and against all claims, liabilities, damages, demands, lawsuits, causes of action, strict liability claims, penalties, fines, administrative law actions and orders, expenses (including, but not located limited to, reasonable attorneys’ fees), and costs of every kind and character (collectively, “Environmental Claims/Liabilities”) arising out of or resulting from the acts or omissions of Xxxxxxxx or its employees, agents and/or contractors (collectively, the “Xxxxxxxx Group”) while conducting the environmental assessments at the offices any Branch or properties of TPC as related to any of the Closing Dateenvironmental assessment activities performed in or on the Branch by the Xxxxxxxx Group, as promptly as practicable thereafterincluding, CCE shall deliverwithout limitation, Environmental Claims/Liabilities relating to personal injuries, bodily injuries, death, damage to or loss of property or goods, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining damage to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papersenvironment, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved except to the extent that CCE reasonably believes such documents Environmental Claims/Liabilities are caused by the negligence or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose willful misconduct of preservation of such attorney-client or other applicable privilegeany Environmental Indemnitee.

Access to Properties and Records. (a) CCE shallSeller will keep Buyer advised of all material developments relevant to the consummation of the transactions contemplated hereby and will cooperate fully in permitting Buyer to make a full investigation of the Business, properties, financial condition and shall cause TPC toinvestments of Seller during regular business hours and upon reasonable notice and in bringing about the consummation of the transactions contemplated hereby. Seller will, during regular business hours and upon reasonable notice, afford to ETP Buyer and ETP’s accountants, counsel and its representatives full reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the offices, buildings, real properties, booksmachinery and equipment, contractsinventory and supplies, commitments records, files, books of account, tax returns, agreements and records (including all environmental studiescommitments, reports corporate record books and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall personnel of Seller. Seller will furnish to ETP Buyer all such further information concerning the businessbusiness and affairs of Seller as Buyer may reasonably request. Seller will update by amendment or supplement any disclosure in writing from Seller required by this Agreement to be disclosed in writing by Seller to Buyer promptly upon any change in the information set forth in such disclosures, propertiesand Seller hereby represents and warrants that such written disclosures, Liabilities as so amended or supplemented, shall be true, correct and personnel related to TPC complete as ETP may request, of the date or dates thereof; provided, however, that no the inclusion of any information in any such amendment or supplement, not included in the original disclosure at or prior to the date of this Agreement, shall not limit or impair any right which Buyer might otherwise have respecting the representations or warranties of Seller contained in this Agreement. No investigation or receipt of information pursuant to this Section 5.2 5.3 shall affect any representation representations or warranty of CCE warranties or the conditions to the obligations of ETPBuyer to consummate the transactions contemplated hereby. To In the extent not located at the offices or properties of TPC as event of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all termination of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall Buyer will deliver to Seller all documents, work papers and other material (including copies thereof) obtained by Buyer or on its behalf from Seller as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof and, if the transactions contemplated hereby are not be obligated consummated, Buyer will hold such information in strictest confidence and will not use or disclose, or permit any other person or entity to provide to ETP any documents use or records relating to litigation and regulatory matters in which TPC disclose, such information until such time as such information is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeotherwise publicly available.

Access to Properties and Records. (a) CCE shallSubject to Section 13.1 hereof, and applicable Laws relating to the exchange of information, CUNB and CUB shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full permit FENB reasonable access upon reasonable notice and during normal business hours throughout the period prior to its properties, and shall disclose and make available to FENB during normal business hours all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC liabilities, including, but not limited to, all books of account (including the general ledger), Tax records, minute books of Board of Directors’ meetings reasonably requested by FENB (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUNB or CUB reasonably determines should be treated as ETP confidential) and shareholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which FENB may request, have a reasonable interest; provided, however, that no investigation CUNB shall not be required to take any action that would provide access to or receipt to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of information any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. FENB shall use commercially reasonable efforts to minimize any interference with CUNB or CUB’s regular business operations during any such access to CUNB or CUB’s property, books and records. FENB’s examination of the records of CUNB or CUB pursuant hereto, shall not constitute a waiver or relinquishment on the part of FENB to this Section 5.2 rely upon the representations and warranties made by CUNB and CUB herein or pursuant hereto; provided, that FENB shall affect disclose any fact or circumstance it may discover which it believes renders any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books made by CUNB and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared CUB hereunder incorrect in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegerespect.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, GLB shall permit FNFG reasonable access upon reasonable notice to its properties and those of the GLB Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access FNFG during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter GLB reasonably determines should be treated as ETP confidential) and shareholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which FNFG may request, have a reasonable interest; provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE GLB shall not be obligated required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. GLB shall provide and shall request its auditors to provide FNFG with such historical financial information regarding it (and related audit reports and consents) as FNFG may reasonably request for securities disclosure purposes. FNFG shall use commercially reasonable efforts to ETP minimize any documents interference with GLB’s regular business operations during any such access to GLB’s property, books and records. GLB and each GLB Subsidiary shall permit FNFG, at its expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or records relating occupied by GLB or any GLB Subsidiary. In the event any subsurface or phase II site assessments are conducted, FNFG shall indemnify GLB and its Subsidiaries for all costs and expenses associated with returning the property to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeits previous condition.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1, BHLB shall permit Legacy access upon reasonable notice and at reasonable times to its properties and those of the BHLB Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access Legacy during normal business hours throughout the period prior all of its books and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that BHLB reasonably determines should be kept confidential), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which Legacy may request, have a reasonable interest; provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE BHLB shall not be obligated required to take any action that would provide access to or to disclose information where such access or disclosure, in BHLB’s reasonable judgment, would interfere with the normal conduct of BHLB’s business or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable law. BHLB shall provide and shall request its auditors to provide Legacy with such historical financial information regarding it (and related audit reports and consents) as Legacy may reasonably request for Securities Law disclosure purposes. Legacy shall use commercially reasonable efforts to ETP minimize any documents interference with BHLB’s regular business operations during any such access to BHLB’s property, books and records. BHLB and each BHLB Subsidiary shall permit Legacy, at Legacy’s expense, to (i) cause a Phase I environmental assessment to be performed at any physical location owned or records relating occupied by BHLB or any BHLB Subsidiary and (ii) cause an appraisal to litigation and regulatory matters be performed in which TPC is involved to the extent that CCE reasonably believes such documents respect of any real property owned by BHLB or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeany BHLB Subsidiary.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, ABNJ shall permit Investors reasonable access upon reasonable notice to its properties and those of the ABNJ Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access Investors during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter ABNJ reasonably determines should be treated as ETP confidential) and A-36 shareholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which Investors may request, have a reasonable interest; provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE ABNJ shall not be obligated required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. ABNJ shall provide and shall request its auditors to provide Investors with such historical financial information regarding it (and related audit reports and consents) as Investors may reasonably request for securities disclosure purposes. Investors shall use commercially reasonable efforts to ETP minimize any documents interference with ABNJ’s regular business operations during any such access to ABNJ’s property, books and records. ABNJ and each ABNJ Subsidiary shall permit Investors, at its expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or records relating occupied by ABNJ or any ABNJ Subsidiary. In the event any subsurface or phase II site assessments are conducted, Investors shall indemnify ABNJ and its Subsidiaries for all costs and expenses associated with returning the property to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeits previous condition.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, HRB shall permit FNFG reasonable access upon reasonable notice to its properties and those of the HRB Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access FNFG during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter HRB reasonably determines should be treated as ETP confidential) and shareholders' meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which FNFG may request, have a reasonable interest; provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE HRB shall not be obligated required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. HRB shall provide and shall request its auditors to provide FNFG with such historical financial information regarding it (and related audit reports and consents) as FNFG may reasonably request for securities disclosure purposes. FNFG shall use commercially reasonable efforts to ETP minimize any documents interference with HRB's regular business operations during any such access to HRB's property, books and records. HRB and each HRB Subsidiary shall permit FNFG, at its expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or records relating occupied by HRB or any HRB Subsidiary. In the event any subsurface or phase II site assessments are conducted, FNFG shall indemnify HRB and its Subsidiaries for all costs and expenses associated with returning the property to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeits previous condition.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, FSBI shall permit PFS reasonable access upon reasonable notice to its properties and those of the FSBI Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access PFS during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter FSBI reasonably determines should be treated as ETP confidential) and stockholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PFS may request, have a reasonable interest; provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE FSBI shall not be obligated required to take any action that would provide access to or to disclose information where such access or disclosure, in FSBI’s reasonable judgment, would interfere with the normal conduct of FSBI’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. FSBI shall provide and shall request its auditors to provide PFS with such historical financial information regarding it (and related audit reports and consents) as PFS may reasonably request for securities disclosure purposes. PFS shall use commercially reasonable efforts to ETP minimize any documents interference with FSBI’s regular business operations during any such access to FSBI’s property, books and records. FSBI and each FSBI Subsidiary shall permit PFS, at its expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents occupied by FSBI or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeany FSBI Subsidiary.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, and HNC shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full permit FNFG reasonable access during normal business hours throughout upon reasonable notice to its properties and those of the period prior HNC Subsidiaries, and shall disclose and make available to FNFG during normal business hours all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter HNC reasonably determines should be treated as ETP confidential) and shareholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which FNFG may request, have a reasonable interest; provided, however, that HNC shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. HNC shall provide and shall request its auditors to provide FNFG with such historical financial information regarding it (and related audit reports and consents) as FNFG may reasonably request for securities disclosure purposes. FNFG shall use commercially reasonable efforts to minimize any interference with HNC’s regular business operations during any such access to HNC’s property, books and records. HNC shall permit FNFG, at its expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at each Branch at any time prior to the Closing Date; provided, however, that FNFG shall have the right to conduct a “phase II environmental audit” prior to the Closing only to the extent that a “phase II environmental audit” is within the scope of additional testing recommended by the “phase I environmental audit” to be performed as a result of a “Recognized Environmental Condition” (as such term is defined by The American Society for Testing Materials) that was discovered in the “phase I environmental audit” and provided that as to any “phase II environmental audits” performed at a Branch which HNB leases, the landlord pursuant to the applicable lease has consented to such “phase II environmental audit” if such consent is necessary pursuant to the lease. HNB will use its commercially reasonable efforts (at no investigation cost to HNB) to obtain such landlord consent. Prior to performing any “phase II environmental audits,” FNFG will provide HNC with a copy of its proposed work plan and FNFG will cooperate in good faith with HNC to address any comments or receipt of information suggestions made by HNC regarding the work plan. FNFG and its environmental consultant shall conduct all environmental assessments pursuant to this Section 5.2 shall affect any representation at mutually agreeable times and so as to eliminate or warranty of CCE or the conditions minimize to the obligations greatest extent possible interference with HNC’s operation of ETP. To the extent not located at the offices or properties of TPC as of the Closing Dateits business, as promptly as practicable thereafter, CCE and FNFG shall deliver, maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. FNFG shall be required to restore each Owned Real Property to substantially its appropriate Affiliates to deliver to ETP all of the books of accountspre-assessment condition. All costs and expenses incurred in connection with any “phase I environmental audit” and any “phase II environmental audit,” and any restoration and clean up, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeborne solely by FNFG.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1, Legacy shall permit BHLB access upon reasonable notice and at reasonable times to its properties and those of the Legacy Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access BHLB during normal business hours throughout the period prior all of its books and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy reasonably determines should be kept confidential), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB may request, have a reasonable interest; provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE Legacy shall not be obligated required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, would interfere with the normal conduct of Legacy’s business or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable law. Legacy shall provide and shall request its auditors to provide BHLB with such historical financial information regarding it (and related audit reports and consents) as BHLB may reasonably request for Securities Law disclosure purposes. BHLB shall use commercially reasonable efforts to ETP minimize any documents interference with Legacy’s regular business operations during any such access to Legacy’s property, books and records. Legacy and each Legacy Subsidiary shall permit BHLB, at BHLB’s expense, to (i) cause a Phase I environmental assessment to be performed at any physical location owned or records relating occupied by Legacy or any Legacy Subsidiary and (ii) cause an appraisal to litigation and regulatory matters be performed in which TPC is involved to the extent that CCE reasonably believes such documents respect of any real property owned by Legacy or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeany Legacy Subsidiary.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1, BSFI shall permit AFC access upon reasonable notice to its properties and those of the BSFI Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access AFC during normal business hours throughout the period prior all of its books and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and stockholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that BSFI reasonably determines should be kept confidential), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which AFC may request, have a reasonable interest; provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE BSFI shall not be obligated required to take any action that would provide access to or to disclose information where such access or disclosure, in BSFI’s reasonable judgment, would interfere with the normal conduct of BSFI’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable law. BSFI shall provide and shall request its auditors to provide AFC with such historical financial information regarding it (and related audit reports and consents) as AFC may reasonably request for Securities Law disclosure purposes. AFC shall use commercially reasonable efforts to ETP minimize any documents interference with BSFI’s regular business operations during any such access to BSFI’s property, books and records. BSFI and each BSFI Subsidiary shall permit AFC, at its expense, to (i) cause a “Phase I environmental assessment” and a “Phase II environmental assessment” to be performed at any physical location owned or records relating occupied by BSFI or any BSFI Subsidiary and (ii) cause an appraisal to litigation and regulatory matters be performed in which TPC is involved to the extent that CCE reasonably believes such documents respect of any real property owned by BSFI or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeany BSFI Subsidiary.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, TFC shall permit FNFG reasonable access upon reasonable notice to its properties and those of the TFC Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access FNFG during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter TFC reasonably determines should be treated as ETP confidential) and stockholders' meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which FNFG may request, have a reasonable interest; provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE TFC shall not be obligated required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. TFC shall provide and shall request its auditors to provide FNFG with such historical financial information regarding it (and related audit reports and consents) as FNFG may reasonably request for securities disclosure purposes. FNFG shall use commercially reasonable efforts to ETP minimize any documents interference with TFC's regular business operations during any such access to TFC's property, books and records. TFC and each TFC Subsidiary shall permit FNFG, at its expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents occupied by TFC or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeany TFC Subsidiary.

Access to Properties and Records. From the date of this Agreement to the Closing Date but subject to the confidentiality obligations binding on Purchaser, Seller shall, and, until the Closing Date, shall cause the LongView Entities to (a) CCE shallprovide to Purchaser and its authorized representatives reasonable access to the premises and operations of the LongView Entities during normal business hours and on reasonable notice to Seller, (b) permit Purchaser and its authorized representatives to make such inspections of the premises and operations as they may reasonably request and (c) cause the officers and employees of the LongView Entities and Seller to furnish to Purchaser and its authorized representatives such financial and operating data relating to the LongView Business as they may from time to time reasonably request, including without limitation any of TenFold's or Seller's key employees who may be identified by Purchaser as being important to the success of the LongView Entities. Neither Purchaser nor any of its authorized representatives shall (a) direct or instruct any of the officers or employees to cause the LongView Business or Seller to take any action listed in Section 4.2, without the prior consent of Seller or (b) otherwise interfere in any way with the conduct of the LongView Entities' or Seller's business. Upon the Closing, Seller shall deliver all books and records and any other assets of LongView in its possession to Purchaser or to such other Person identified in writing by Purchaser to Seller. Notwithstanding the foregoing Seller may retain a copy of any such books and records that it deems reasonably necessary to satisfy any applicable tax, accounting, legal or regulatory obligations to which it is subject, provided that Seller shall treat such books and records as confidential and shall not, and shall cause TPC toits directors, afford to ETP and ETP’s accountantsofficers, counsel employees and representatives full reasonable access during normal business hours throughout to not, use or disclose the period prior to the Closing Date (or the earlier termination of information contained therein except as permitted in this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC or as ETP may request, provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other required by applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeLaw.

Access to Properties and Records. (a) CCE shallDouglass shall permit Purchaser reasonable access upon reasonablx xxxxxx to its properties and those of Seller Bank, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access Purchaser during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter Douglass reasonably determines should be treated as ETP confidential) xxx xxockholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which Purchaser may request, have a reasonable interest; provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE Douglass shall not be obligated required to take any action that would proxxxx xxxess to or disclose information where such access or disclosure, in Douglass’ reasonable judgment, would interfere with the normal cxxxxxx xf Douglass’ business or would violate or prejudice the rights or bxxxxxxx interests or confidences of any customer or other person, or would result in the waiver by it of the privilege protecting communications between it and any of its counsel, or would be contrary to any law or regulation applicable to Seller Bank. Douglass shall provide and shall request its auditors to provide Xxxxxxxer with such historical financial information regarding it (and related audit reports, consents and work papers) as Purchaser may reasonably request. Purchaser shall use commercially reasonable efforts to ETP minimize any documents interference with Douglass’ regular business operations during any such access to Xxxxxxxx’ property, books and records. Douglass and Seller Bank xxxxx xermit Purchaser, at Purchaser’s xxxxxxx, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents occupied by Douglass or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeSeller Bank.

Access to Properties and Records. (a) CCE shall, and shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full reasonable access during normal business hours throughout During the period prior to commencing on the Closing Date (or date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to Article VII hereof) X or the Effective Time (such period, the “Pre-Closing Period”), the Seller Parties shall, and shall cause its Subsidiaries and each of their Representatives to, afford to Parent and its Representatives reasonable access during the Company’s normal business hours to all of the assets, properties, books, contractsrecords and Representatives of the Company and its Subsidiaries in order to afford Parent and its Representatives with the full opportunity to review, commitments examine and investigate of the affairs of the Company and its Subsidiaries, and Parent and its Representatives shall be permitted to (a) make inquiries of Persons having business relationships with the Company and its Subsidiaries (including suppliers, licensors and customers), and the Company shall ensure that each of its Subsidiaries and its Representatives facilitate (and cooperate fully with Parent in connection with) such inquiries, and (b) make extracts from, or take copies of, such books, records (including all environmental studiesthe stock records and minute books) or other documentation as may be reasonably necessary. Notwithstanding the foregoing, reports neither Parent nor its Representatives shall contact any employee or customer of the Company or any of its Subsidiaries without the prior written consent of an executive officer of the Company. During the Pre-Closing Period, the Company shall, and shall cause its Subsidiaries to, furnish or cause to be furnished to Parent such reasonable financial and operating data and other environmental records information about the Company and all pipeline cost-of-service its Subsidiaries, their respective businesses as presently conducted, as conducted in the past and rate-related studiesas presently proposed to be conducted in the future, reports and records related to TPC andtheir respective properties and assets that Parent or its Representatives may reasonably request. No information or knowledge obtained by Parent, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no its Representatives or any Indemnified Parties in any investigation or receipt of information pursuant to this Section 5.2 6.1 shall affect or be deemed to modify any representation or warranty of CCE any Seller Party contained herein (or in any list, certificate, schedule or other instrument, document, agreement or writing furnished or to be furnished to or made with Parent pursuant hereto), the conditions to the obligations of ETPthe Parties to consummate the transactions contemplated by this Agreement or the indemnification obligations of any Person hereunder. To During the extent not located at Pre-Closing Period, Parent shall cause members of its management team with responsibility for obtaining financing for the offices or properties of TPC as Transaction to communicate with members of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPCCompany’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegemanagement team on a weekly basis.

Access to Properties and Records. (a) CCE shallIn order to facilitate the ----------------------------------- consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties, subject to Section 12.1 hereof and subject to applicable laws relating to exchange of information, FLFC will permit USB and its officers, employees, counsel, accountants and other authorized representatives, access, upon reasonable notice, to its personnel and properties and those of the FLFC Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access USB during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to Effective Time all of the properties, books, contracts, commitments papers and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related of FLFC or any FLFC Subsidiary relating to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' (other than minutes that discuss any of the transactions contemplated by this Agreement or other strategic alternatives) and shareholders' meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which USB may request, have a reasonable interest; provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE FLFC shall not be obligated required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. FLFC shall provide and shall request its auditors to provide USB with such historical financial information regarding FLFC and any FLFC Subsidiary (and related audit reports and consents) as USB may reasonably request for securities disclosure purposes. USB shall use reasonable efforts to ETP minimize any documents interference with FLFC's and any FLFC Subsidiary's regular business operations during any such access to FLFC's or records relating any FLFC Subsidiary's personnel, property, books or records. FLFC and its Subsidiaries shall permit USB, at USB's expense, to litigation and regulatory matters in which TPC is involved cause so-called "Phase I Environmental Site Assessments" and/or "Phase II Environmental Site Assessments" to be performed at any physical location owned or operated by FLFC or any FLFC Subsidiary and, to the extent that CCE reasonably believes such documents FLFC or records are subject the applicable FLFC Subsidiary has the contractual right to the attorney-client do so, at any Loan Property or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeParticipation Facility.

Access to Properties and Records. (a) CCE shallEach of the Selling Parties shall afford, and shall cause TPC toeach of the Partnership Entities (and to the extent reasonably necessary, afford Parent) to ETP afford, to Buyer and ETPBuyer’s accountants, counsel and representatives full (collectively “Buyer Representatives”), upon reasonable advance notice to the Selling Parties or their financial adviser, reasonable access during normal business hours throughout the period prior to commencing on the date hereof and ending on the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the personnel, properties, books, contracts, commitments and records of each of the Partnership Entities and their agents, including legal representatives, accountants and environmental and engineering consultants (including all environmental studiesprovided that the Selling Parties or their designee(s) may, reports and other environmental records and all pipeline cost-of-service and rate-related studiesin the sole discretion of the Selling Parties, reports and records related accompany the person(s) to TPC whom such access is provided as contemplated herein) and, during such period, shall furnish promptly to ETP Buyer all information concerning the business, properties, Liabilities liabilities and personnel related to TPC of any of the Partnership Entities as ETP Buyer may request, provided, however, provided that no investigation or receipt of information pursuant to this Section 5.2 4.2 shall affect any representation or warranty of CCE the Selling Parties or Buyer’s reliance thereon. Additionally, Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement (as defined in Section 9.16). Buyer shall have no right of access to, and the Selling Parties shall have no obligation to provide to Buyer, (1) bids received from other Persons in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids or (2) any information the disclosure of which the Selling Parties have concluded may jeopardize any privilege available to the obligations Selling Parties or any of ETPthe Partnership Entities relating to such information or would cause any of such entities to breach a confidentiality obligation. To Buyer agrees that if Buyer or its authorized representatives receive, or if the extent not located at information (whether in electronic mail format, on computer hard drives or otherwise) held by any of the offices or properties of TPC Partnership Entities as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining includes information that relates to the business operations or other strategic matters of TPC the Parent or any of the Selling Parties or any of their Affiliates (other than the Partnership Entities) such information shall be held in confidence on the terms and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client conditions contained in the Confidentiality Agreement, but the term of the restriction on the disclosure and use of such information shall continue in effect as to such information for a period of two years from the Closing. Buyer further agrees that if any of the Selling Parties or Partnership Entities inadvertently furnishes to Buyer copies of or access to information that is subject to clause (2) of the second preceding sentence, Buyer will, upon the Selling Parties’ request, promptly return the same to the Selling Parties together with any and all extracts therefrom or notes pertaining thereto (whether in electronic or other applicable privilege format). Buyer shall indemnify, defend, and hold harmless the Selling Parties and their Affiliates from and against any “Losses” (as defined in circumstances Section 8.2) asserted against or suffered by the Seller Indemnified Parties (as defined in which TPC is not Section 8.2) relating to, resulting from, or arising out of any personal injury to, or property damage directly caused by, any Buyer Representative during any site visit, examination or investigation conducted in accordance with this Section 4.2(a), except where such personal injury or property damage results from the sole client unless gross negligence or willful misconduct of the parties entitled to such attorney-client Selling Parties, Parent, the Partnership Entities or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client any employee or other applicable privilegeagent thereof.

Access to Properties and Records. (a) CCE shallEach of Seller and Xxxx will keep Buyer advised of all material developments relevant to the consummation of the transactions contemplated hereby and will cooperate fully in permitting Buyer to make a full investigation of the Business, properties, financial condition and shall cause TPC toinvestments of Seller during regular business hours and upon reasonable notice and in bringing about the consummation of the transactions contemplated hereby. Seller will, during regular business hours and upon reasonable notice, afford to ETP Buyer and ETP’s accountants, counsel and its representatives full reasonable access during normal business hours throughout the period prior to the Closing Date (or offices, buildings, real properties, machinery and equipment, inventory and supplies, records, files, books of account, tax returns, agreements and commitments, partnership record books and personnel of Seller. Seller will, upon request by Buyer, request its independent auditors to afford to Buyer and its representatives access to the earlier termination of this Agreement pursuant to Article VII hereof) to working papers for all audits of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall Financial Statements. Seller will furnish to ETP Buyer all such further information concerning the businessbusiness and affairs of Seller as Buyer may reasonably request. Seller will update by amendment or supplement each of the Schedules referred to herein and any other disclosure in writing from Seller required by this Agreement to be disclosed in writing by Seller to Buyer promptly upon any change in the information set forth in such Schedules or other disclosures, propertiesand Seller hereby represents and warrants that such Schedules and such written disclosures, Liabilities as so amended or supplemented, shall be true, correct and personnel related to TPC complete as ETP may request, of the date or dates thereof; provided, however, that no the inclusion of any information in any such amendment or supplement, not included in the original Schedule or other disclosure at or prior to the date of this Agreement, shall not limit or impair any right which Buyer might otherwise have respecting the representations or warranties of Seller continued in this Agreement. No investigation or receipt of information pursuant to this Section 5.2 5.3 shall affect any representation representations or warranty of CCE warranties or the conditions to the obligations of ETPBuyer to consummate the transactions contemplated hereby. To In the extent not located at the offices or properties of TPC as event of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all termination of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall Buyer will deliver to Seller all documents, work papers and other material (including copies thereof) obtained by Buyer or on its behalf from Seller as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof and, if the transactions contemplated hereby are not be obligated consummated, Buyer will hold such information in strict confidence and will not use or disclose, or permit any other person or entity to provide to ETP any documents use or records relating to litigation and regulatory matters disclose, such information until such time as such information is otherwise publicly available. Regardless of whether the transactions contemplated by this Agreement are consummated, Buyer will hold all information acquired from Seller in which TPC is involved strict confidence except to the extent that CCE reasonably believes such documents Buyer is required by applicable law to disclose information in connection with the anticipated public offering of Buyer's common stock; further, Buyer will act in good faith with respect to all information acquired from Seller and will not use, and will not permit any other person or records are subject entity, to use any information acquired from Seller in any manner that is detrimental to Seller's operation of the attorney-client Business or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client otherwise inconsistent with Seller's best interests or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeBuyer's obligations pursuant this Agreement.

Access to Properties and Records. (a) CCE shallSeller shall permit Purchaser reasonable access upon reasonable notice to its properties and those of the Seller Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access Purchaser during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter Seller reasonably determines should be treated as ETP confidential) and stockholders' meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which Purchaser may request, have a reasonable interest; provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE Seller shall not be obligated required to take any action that would provide access to or disclose information where such access or disclosure, in Seller's reasonable judgment, would interfere with the normal conduct of Seller's business or would violate or prejudice the rights or business interests or confidences of any customer or other person, or would result in the waiver by it of the privilege protecting communications between it and any of its counsel, or would be contrary to any law or regulation applicable to Seller Bank. Seller shall provide and shall request its auditors to provide Purchaser with such historical financial information regarding it (and related audit reports, consents and work papers) as Purchaser may reasonably request. Purchaser shall use commercially reasonable efforts to ETP minimize any documents interference with Seller's regular business operations during any such access to Seller's property, books and records. Seller and each Seller Subsidiary shall permit Purchaser, at Purchaser's expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents occupied by Seller or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeany Seller Subsidiary.

Access to Properties and Records. (a) CCE shallEach of Seller and Xxxxx will keep Buyer advised of all material developments relevant to the consummation of the transactions contemplated hereby and will cooperate fully in permitting Buyer to make a full investigation of the Business, properties, financial condition and shall cause TPC toinvestments of Seller during regular business hours and upon reasonable notice and in bringing about the consummation of the transactions contemplated hereby. Seller will, during regular business hours and upon reasonable notice, afford to ETP Buyer and ETP’s accountants, counsel and its representatives full reasonable access during normal business hours throughout the period prior to the Closing Date (or offices, buildings, real properties, machinery and equipment, inventory and supplies, records, files, books of account, tax returns, agreements and commitments, partnership record books and personnel of Seller. Seller will, upon request by Buyer, request Sellers independent accountant to afford to Buyer and its representatives access to the earlier termination of this Agreement pursuant to Article VII hereof) to working papers for all compilations of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall Financial Statements. Seller will furnish to ETP Buyer all such further information concerning the businessbusiness and affairs of Seller as Buyer may reasonably request. Seller will update by amendment or supplement each of the Schedules referred to herein and any other disclosure in writing from Seller required by this Agreement to be disclosed in writing by Seller to Buyer promptly upon any change in the information set forth in such Schedules or other disclosures, propertiesand Seller hereby represents and warrants that such Schedules and such written disclosures, Liabilities as so amended or supplemented, shall be true, correct and personnel related to TPC complete as ETP may request, of the date or dates thereof; provided, however, that no the inclusion of any information in any such amendment or supplement, not included in the original Schedule or other disclosure at or prior to the date of this Agreement, shall not limit or impair any right which Buyer might otherwise have respecting the representations or warranties of Seller continued in this Agreement. No investigation or receipt of information pursuant to this Section 5.2 5.3 shall affect any representation representations or warranty of CCE warranties or the conditions to the obligations of ETPBuyer to consummate the transactions contemplated hereby. To In the extent not located at the offices or properties of TPC as event of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all termination of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall Buyer will deliver to Seller all documents, work papers and other material (including copies thereof) obtained by Buyer or on its behalf from Seller as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof and, if the transactions contemplated hereby are not be obligated consummated, Buyer will hold such information in strictest confidence and will not use or disclose, or permit any other person or entity to provide to ETP any documents use or records relating to litigation and regulatory matters in which TPC disclose, such information until such time as such information is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeotherwise publicly available.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, FMBT shall permit PFS reasonable access upon reasonable notice to its properties and those of the FMBT Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access PFS during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter FMBT reasonably determines should be treated as ETP confidential) and stockholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PFS may request, have a reasonable interest; provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE FMBT shall not be obligated required to take any action that would provide access to or to disclose information where such access or disclosure, in FMBT’s reasonable judgment, would interfere with the normal conduct of FMBT’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. FMBT shall provide and shall request its auditors to provide PFS with such historical financial information regarding it (and related audit reports and consents) as PFS may reasonably request for securities disclosure purposes. PFS shall use commercially reasonable efforts to ETP minimize any documents interference with FMBT’s regular business operations during any such access to FMBT’s property, books and records. FMBT and each FMBT Subsidiary shall permit PFS, at its expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents occupied by FMBT or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeany FMBT Subsidiary.

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, and Polonia shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full permit Prudential reasonable access during normal business hours throughout upon reasonable written notice to its properties and those of the period Polonia Subsidiaries, and shall disclose and make available to Prudential during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter Polonia determines based on the advice of legal counsel should be treated as confidential) and shareholders’ meetings, organizational documents, bylaws, contracts and agreements, filings with any regulatory authority, plans affecting employees, and any other business activities or prospects in which Prudential may have a reasonable interest; provided, however, that Polonia shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or that is otherwise prohibited by law or contractual agreement. Prudential shall use commercially reasonable efforts to minimize any interference with Polonia’s regular business operations during any such access to Polonia’s property, books and records. Polonia shall permit Prudential, at Prudential’s sole expense, to cause a Phase I and any Phase II Environmental Site Assessment (“Phase II”) recommended therein to be performed at each Polonia Real Property (provided that such right, with respect to leased Polonia Real Property, shall be subject to the applicable landlord’s prior written consent) provided, however, that Prudential shall only have the right to conduct a Phase II prior to the Closing Date only to the extent that a Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of “Recognized Environmental condition” (or as such term is defined by the earlier termination American Society for Testing Materials) that was discovered in the Phase I. Any such Phase I shall be commenced within 30 days after the date of this Agreement pursuant and any such Phase II, to Article VII hereof) the extent permitted by the provisions hereof to all be conducted prior to Closing, recommended to be performed by any such Phase I shall be commenced within 30 days of the properties, books, contracts, commitments Phase I report recommending such Phase II. Prudential and records (including its environmental consultant shall conduct all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no investigation or receipt of information assessments pursuant to this Section 5.2 shall affect any representation at mutually agreeable times and so as to eliminate or warranty of CCE or the conditions minimize to the obligations greatest extent possible interference with Polonia’s operation of ETPits business, and Prudential shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. To the extent not located at the offices Prudential shall be required to restore each Polonia Real Property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or properties of TPC as of the Closing DatePhase II and any restoration and clean up, shall be borne solely by Prudential. Prudential hereby agrees to indemnify, defend and hold Polonia harmless from and against any cost, expense, charge, lien, action or judgment, as promptly well as practicable thereafterany claim of a right to any such cost, CCE shall deliverexpense, charge, lien, action or judgment arising from any act or omission of Prudential, Prudential’s agents or contractors, or cause its appropriate Affiliates any services, labor, supplies or materials provided or performed by surveyors, engineers, architects and others hired by Prudential to deliver to ETP all of make the books of accounts, minute books, record books inspections and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigationtests, and from and against any personal injury and property damage caused by the use act or negligence of TPC Rate Case Work Product has been and will be under the control Prudential or any of TPC’s attorneys. Notwithstanding anything to the contrary contained its agents, or independent contractors in this Agreement, CCE shall not be obligated to provide to ETP connection with any documents Phase I or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegePhase II.

Access to Properties and Records. (a) CCE shall, and shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full reasonable access during normal business hours throughout During the period prior from the date of this Agreement to the earlier of the Closing Date (or the earlier termination of this Agreement pursuant according to Article VII hereofits terms, the Company shall permit (and the Company shall cause its Subsidiaries to permit) the Buyer and its authorized Representatives full and complete access to all the Company’s and its Subsidiaries’ respective properties between the hours of the properties, books, contracts, commitments 9:00 a.m. and records 5:00 p.m. on any Business Day (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement access for the purpose of preservation conducting Phase I or other environmental reviews pursuant to Section 6.03 and access for the purpose of obtaining real property title insurance commitments and title policies and conducting land surveys pursuant to Section 6.02) and shall disclose and make available to the Buyer all books, papers and records relating to their assets (including without limitation Loans), stock, ownership, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax Records, minute books of directors’ and Shareholders’ meetings, Organizational Documents, contracts and agreements, filings and correspondence with and notices or other documents from or to any Governmental Entity, accountants’ reports to management, litigation files, plans affecting employees, and any other business activities or prospects in which the Buyer may have a reasonable interest. This right of access is, however, subject to the Buyer giving reasonable notice to the Company of its desire to conduct such due diligence and is further subject to such other reasonable and customary restrictions upon the conduct of such due diligence. No Person shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or would contravene any Law, Order, or where such access or disclosure would result in the loss of attorney-client privilege or attorney work-product immunity or (unless specifically provided for herein) where such access would unreasonably interfere with or be disruptive to the conduct of business and operations of the Company and its Subsidiaries. The parties will use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information furnished by each party to the other party in connection with transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the party furnishing such information. Neither the Buyer nor any of its authorized Representatives shall have the right to contact, make inquiries of, or solicit any information from the Company’s customers, accountants, professionals, advisors, vendors or other applicable privilegeparties with whom the Company has dealings, unless and until the Company has consented to such contacts and subject to such reasonable restrictions as the Company may impose.

Access to Properties and Records. (a) CCE From the date of this Agreement until the Closing Date, the Seller Parties shall, and shall cause TPC to, the Subsidiaries of the Company to (in a manner so as to not interfere with the normal business operations of the Company or any of its Subsidiaries) afford to ETP Parent and ETP’s accountantsits Representatives reasonable access, counsel upon reasonable notice and representatives full during times mutually convenient to Parent and senior management of the Company to the assets, properties (provided that such access shall not permit Parent or its Representatives to conduct any environmental testing), books and records of the Company and its Subsidiaries, including reasonable financial and operating data and other information about the Company and its Subsidiaries and their respective businesses as presently conducted and presently proposed to be conducted in the future, as Parent and its Representatives may reasonably request; provided that, (a) all requests for such access during normal business hours throughout the period shall be directed to a Designated Contact, (b) prior to the Closing Date Parent shall not (and shall cause its Representatives not to) contact any partner, member, equityholder, officer, manager, director, employee, customer, supplier, distributor, joint-venture partner, lessor, lender or other material business relation of the Company or any of its Subsidiaries regarding the Company or any of its Subsidiaries, their business or the earlier termination Transactions, in each case, without the prior written consent of this Agreement pursuant a Designated Contact, and (c) nothing herein shall require the Company to Article VII hereof) to all provide access to, or disclose information to, Parent or any of its Representatives if such access or disclosure, in the good faith reasonable belief of the propertiesCompany, bookswould (i) jeopardize any attorney-client or other legal privilege, contractsincluding the attorney-client privilege or the attorney work product privilege or (ii) contravene any applicable Law, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related fiduciary duty or Contract to TPC and, during such period, shall furnish to ETP all which Parent or any of its Subsidiaries are a party. No information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no or knowledge obtained in any investigation or receipt of information pursuant to this Section 5.2 6.1 shall affect or be deemed to modify in any way any representation or warranty of CCE any Seller Party contained herein (or in any list, certificate, schedule or other instrument, document, agreement or writing furnished or to be furnished to or made with a Parent Party pursuant hereto), the conditions to the obligations of ETP. To the extent not located at Parties to consummate the offices Transactions or properties the indemnification obligations of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegePerson hereunder.

Access to Properties and Records. (a) CCE To the extent permitted by Applicable Law, the Company shall, and shall cause TPC Bank to: (i) afford the authorized Representatives (including legal counsel, afford accountants and consultants) of Guaranty reasonable access upon reasonable notice to ETP all properties, books, records, branch operating reports, branch audit reports, operating instructions and ETP’s procedures, Tax Returns, contracts and documents and all other documents and data of the Company and Bank that Guaranty may from time to time reasonably request in order and where disclosure is not prohibited by Applicable Law that Guaranty may have the opportunity to make such reasonable investigation as it shall desire to make of the affairs of the Company and Bank and to conduct the environmental investigations provided in Section 6.13; and (ii) furnish Guaranty with such additional financial and operating data and other information as to the business and properties of the Company and Bank as Guaranty shall, from time to time, reasonably request. The Company further agrees to continue to reasonably respond to and reasonably cooperate with Guaranty and its Representatives with respect to the due diligence requests of Guaranty. The Company and Bank shall permit Guaranty and its Representatives to make copies of such books, records and other documents and to discuss the business affairs, condition (financial and otherwise), assets and liabilities of the Company and Bank with such Representatives, including its directors, officers, employees, accountants, counsel and representatives full creditors, as is necessary or reasonably appropriate for the purposes of familiarizing itself with the businesses and operations of the Company and Bank, obtaining any necessary Orders, consents or approvals of the Merger or Bank Merger by any Governmental Authority and conducting an evaluation of the assets and liabilities of the Company and Bank to the extent allowable by Applicable Law. Upon reasonable request by Guaranty, the Company shall make its President and Vice President reasonably available to discuss with Guaranty and its Representatives Guaranty’s ongoing due diligence of the Company and Bank’s operations. The Company will cause its independent outside auditors to make available to Guaranty and its Representatives, such personnel, work papers and other documentation of such firm relating to its work papers and its audits of the books and records of the Company and Bank as may be requested by Guaranty in connection with its review of the foregoing matters. Notwithstanding anything in this Agreement to the contrary, neither the Company nor Bank shall be required to provide access during normal business hours throughout the period to or disclose information to Guaranty where such access or disclosure would violate Applicable Law, Order, fiduciary duty or binding agreement entered into prior to the Closing Date (or the earlier termination date of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege.

Access to Properties and Records. (a) CCE shallLeucadia and the Seller shall cause each of the Company and the Retained Subsidiaries to afford to the Buyer and Level 3, and shall cause TPC to, afford to ETP and ETP’s the accountants, counsel and representatives full of the Xxxxx xnd Level 3, reasonable access during normal business hours throughout the period txx xxxxod prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereofSection 12) to all of the properties, books, contracts, commitments and files and records (including all environmental studies, reports but limited with respect to Tax Returns and other environmental records correspondence with accountants to these portions of Tax Returns and all pipeline cost-of-service correspondence with accountants that relate to the Company and rate-related studies, reports its Retained Subsidiaries and records related to TPC the extent reasonably necessary to evaluate the purchase of the Membership Units) of the Company and its Subsidiaries and, during such period, shall furnish promptly to ETP the Buyer and Level 3 all other information concerning the businessCompany and the Retained Subsidiaries, properties and personnel as the Buyer and Level 3 may reasonably request to evaluate the transactions contemplated hereby; provided that neither Leucadia nor the Seller shall be required to provide access to any such properties, Liabilities personnel or information to the extent relating exclusively to the Excluded Assets or Excluded Liabilities. Leucadia and personnel related the Seller also shall cause each of the Company and the Retained Subsidiaries to TPC as ETP may requestafford to the Buyer and Level 3 reasonable access to its assets and operations throughout the period prior to the Closing Date to evaluate the transactions contemplated hereby. Unless otherwise agreed to by Leucadia and the Seller, all information provided to Buyer and Level 3 and their advisors and representatives shall be kept confidential in accordance with the terms of the Confidentiality Agreement; provided, however, that no such obligation will terminate upon the Closing with respect to information relating to the Company and the Retained Subsidiaries (except, if the Buyer has not exercised the Benefit Plan Substitution Right pursuant to Section 2.2(b), in connection with Level 3's and the Buyer's investigation of the Transferred Benefit Plans in accordance with Section 7.16). No investigation or receipt of information pursuant to this Section 5.2 7.3 shall affect qualify any representation or warranty of CCE Leucadia or the Seller or the conditions to the obligations of ETP. To the extent not located at the offices Buyer or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeLevel 3.

Access to Properties and Records. (a) CCE shallThe Company will keep Samaritan advised of all material developments relevant to the consummation of the transactions contemplated hereby and will cooperate fully in permitting Samaritan to make a full investigation of the business, properties and shall cause TPC tofinancial condition of the Company during regular business hours and upon reasonable notice and in bringing about the consummation of the transactions contemplated hereby. The Company will, during regular business hours and upon reasonable notice, afford to ETP Samaritan full access to its offices, buildings, records, files, books of account, corporate record books and ETP’s accountantspersonnel of the Company, counsel and will permit Samaritan and its representatives to contact and interview the Company's personnel, attorneys and any other persons that Samaritan shall reasonably determine to be necessary for it to make a full reasonable access during normal business hours throughout investigation of the period prior Company, provided that all confidential information disclosed to Samaritan shall be maintained by Samaritan in accordance with the Closing Date (provisions of the Confidentiality Agreement dated November 1, 1996 between Samaritan and Petroleum Helicopters, Inc. The Company will update by amendment or supplement each of the earlier termination of Schedules referred to herein and any other disclosure in writing from the Company required by this Agreement pursuant to Article VII hereof) be disclosed in writing by the Company to all Samaritan promptly upon any change in the information set forth in such Schedules or other disclosures, and the Company hereby represents and warrants that such Schedules and such written disclosures, as so amended or supplemented, shall be true, correct and complete as of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, date or dates thereof; provided, however, that no the inclusion of any information in any such amendment or supplement, not included in the original Schedule or other disclosure at or prior to the date of this Agreement, shall not limit or impair any right which Samaritan might otherwise have to terminate this Agreement pursuant to Section 12.1(c) due to the failure to satisfy the condition in Section 9.1. No investigation or receipt of information pursuant to this Section 5.2 7.1 shall affect any representation representations or warranty of CCE warranties or the conditions to the obligations of ETPSamaritan to consummate the transactions contemplated hereby. To In the extent not located at the offices or properties of TPC as event of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all termination of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved Samaritan will deliver to the extent that CCE reasonably believes Company all documents, work papers and other material (including copies thereof) obtained by Samaritan or on its behalf from the Company as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof and, if the transactions contemplated hereby are not consummated, Samaritan will hold such documents or records are subject to the attorney-client or other applicable privilege information in circumstances in which TPC confidence until such time as such information is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeotherwise publicly available.

Access to Properties and Records. (a) CCE shall, and shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full reasonable access during normal business hours throughout the period prior Seller will keep Buyer advised of all material developments relevant to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all consummation of the properties, books, contracts, commitments transactions contemplated hereby and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related will cooperate fully in permitting Buyer to TPC and, during such period, shall furnish to ETP all information concerning make a full investigation of the business, properties, Liabilities financial condition and investments of Seller related to the Disc Go Round Business during regular business hours and upon reasonable notice and in bringing about the consummation of the transactions contemplated hereby. Seller will, during regular business hours and upon reasonable notice, afford to Buyer and its representatives full access to the offices, buildings, real properties, machinery and equipment, inventory and supplies, records, files, books of account, tax returns, agreements and commitments, corporate record books and personnel related of Seller which relate to TPC the Disc Go Round Business. Seller will, upon request by Buyer, provide reasonable access to Buyer's auditors with respect to the records of the Disc Go Round Business and will encourage Seller's auditors to allow Buyer and Buyer's auditors access to the working papers for all audits of the Financial Statements. Seller will furnish to Buyer all such further information concerning the Disc Go Round Business and affairs of Seller as ETP Buyer may reasonably request. Seller will update by amendment or supplement each of the Schedules referred to herein and any other disclosure in writing from Seller required by this Agreement to be disclosed in writing by Seller to Buyer promptly upon any change in the information set forth in such Schedules or other disclosures, and Seller hereby represents and warrants that such Schedules and such written disclosures, as so amended or supplemented, shall be true, correct and complete as of the date or dates thereof; provided, however, that no the inclusion of any information in any such amendment or supplement, not included in the original Schedule or other disclosure at or prior to the date of this Agreement, shall not limit or impair (except as provided in Section 11.5) any right which Buyer might otherwise have respecting the representations or warranties of Seller contained in this Agreement. No investigation or receipt of information pursuant to this Section 5.2 5.3 shall affect any representation representations or warranty of CCE warranties or the conditions to the obligations of ETPBuyer to consummate the transactions contemplated hereby. To In the extent not located at the offices or properties of TPC as event of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all termination of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall Buyer will deliver to Seller all documents, work papers and other material (including copies thereof) obtained by Buyer or on its behalf from Seller as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof and, if the transactions contemplated hereby are not be obligated consummated, Buyer will hold such information in strictest confidence and will not use or disclose, or permit any other person or entity to provide to ETP any documents use or records relating to litigation and regulatory matters in which TPC disclose, such information until such time as such information is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeotherwise publicly available.

Access to Properties and Records. (a) CCE shall, and shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full reasonable access during normal business hours throughout Sabacol will keep the period prior Omimex Group advised of all material developments relevant to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all consummation of the properties, books, contracts, commitments transactions contemplated hereby and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related will cooperate fully in permitting the Omimex Group to TPC and, during such period, shall furnish to ETP all information concerning make a full investigation of the business, properties, Liabilities financial condition and investments of Sabacol during regular business hours and upon reasonable notice and in bringing about the consummation of the transactions contemplated hereby. Sabacol will, during regular business hours and upon reasonable notice, afford to the Omimex Group and its representatives full access to the offices, buildings, real properties, machinery and equipment, inventory and supplies, records, files, books of account, tax returns, agreements and commitments, corporate record books and stock books and personnel related of Sabacol, and will permit the Omimex Group and its representatives to TPC contact and interview Sabacol's personnel, suppliers, vendors, referral sources and any other persons that the Omimex Group shall reasonably determine to be necessary for it to make a full investigation of Sabacol's business. Sabacol will furnish to the Omimex Group all such further information concerning the business and affairs of Sabacol as ETP the Omimex Group may reasonably request. Prior to the Closing Date, provided, however, that no Sabacol will update by amendment or supplement each of the Schedules referred to herein and any other disclosure in writing from Sabacol required by this Agreement to be disclosed in writing by Sabacol to the Omimex Group promptly upon any change in the information set forth in such Schedules or other disclosures. No investigation or receipt of information pursuant to this Section 5.2 5.3 shall affect any representation representations or warranty of CCE warranties or the conditions to the obligations of ETPthe Omimex Group to consummate the transactions contemplated hereby. To In the extent not located at the offices or properties of TPC as event of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all termination of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall the Omimex Group will deliver to Sabacol all documents, work papers and other material (including copies thereof) obtained by the Omimex Group or on its behalf from Sabacol as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof and, if the transactions contemplated hereby are not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters consummated, the Omimex Group will hold such information in which TPC confidence until such time as such information is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege.otherwise publicly available. 5.4

Access to Properties and Records. Between the date of this -------------------------------- Agreement and the Closing Date, but subject to the confidentiality obligations binding on Purchaser, the Seller shall cause each LongView Entity to (ai) CCE shallprovide to the Purchaser and its authorized representatives reasonable access to the premises and operations of such LongView Entity during normal business hours and on reasonable notice to the Seller, (ii) permit the Purchaser and their authorized representatives to make such inspections of the premises and operations as they may reasonably request and (iii) cause the officers and employees of the LongView Entities to furnish to the Purchaser and its authorized representatives such financial and operating data as they may from time to time reasonably request. Neither the Purchaser nor any of its authorized representatives shall (i) direct or instruct any of the officers or employees to cause either of the LongView Entities to take any action listed in Section 4.2, without the prior consent of the Seller or (ii) otherwise interfere in any way with the conduct of such LongView Entity's business. Notwithstanding the first sentence of this Section 4.5, neither the Seller nor either of the LongView Entities shall be required to disclose any agreement executed in connection with the acquisition by the Seller of LongView or investment in LongView by any other entity to the extent such agreements do not contain any information relevant to LongView's continuing operations. Upon the Closing, the Seller shall deliver all books and records and any other assets of the LongView Entities in its possession to the respective LongView Entity or to such other Person identified in writing by the Purchaser to the Seller; provided, that the -------- Seller may retain a copy of any such books and records that it deems reasonably necessary to satisfy any applicable tax, accounting, legal or regulatory obligations to which it is subject; provided, further, that the Seller shall -------- ------- treat such books and records as confidential and shall not, and shall cause TPC toits directors, afford to ETP and ETP’s accountantsofficers, counsel employees and representatives full reasonable access during normal business hours throughout to not, use or disclose the period prior to the Closing Date information contained therein except as (i) permitted hereunder or the earlier termination of this Agreement pursuant to Article VII hereof(ii) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no investigation be required by judicial or receipt of information pursuant to this Section 5.2 shall affect any representation administrative process or warranty of CCE applicable law or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeregulation.

Access to Properties and Records. (a) CCE shallSamaritan will keep the Company advised of all material developments relevant to the consummation of the transactions contemplated hereby and will cooperate fully in permitting the Company to make a full investigation of the business, properties and shall cause TPC tofinancial condition of Samaritan during regular business hours and upon reasonable notice and in bringing about the consummation of the transactions contemplated hereby. Samaritan will, during regular business hours and upon reasonable notice, afford to ETP the Company and ETP’s its representatives full access to the offices, buildings, real properties, machinery and equipment, inventory and supplies, spare parts, records, files, books of account, tax returns, agreements and commitments, corporate record books and personnel of Samaritan and will permit the Company and its representatives to contact and interview Samaritan's personnel, certified public accountants, counsel attorneys, suppliers, third party payors, vendors, referral sources and representatives any other persons that the Company shall reasonably determine to be necessary for it to make a full reasonable access during normal business hours throughout investigation of the period prior Business, provided that all confidential information disclosed to the Closing Date (or Company shall be maintained by the earlier termination of this Agreement pursuant to Article VII hereof) to all Company in accordance with the provisions of the propertiesConfidentiality Agreement dated November 1, books1996 between Samaritan and Petroleum Helicopters, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall Inc. Samaritan will furnish to ETP the Company all such further information concerning the businessbusiness and affairs of Samaritan as the Company may reasonably request. Samaritan will update by amendment or supplement each of the Schedules referred to herein and any other disclosure in writing from Samaritan required by this Agreement to be disclosed in writing by Samaritan to the Company promptly upon any change in the information set forth in such Schedules or other disclosures, propertiesand Samaritan hereby represents and warrants that such Schedules and such written disclosures, Liabilities as so amended or supplemented, shall be true, correct and personnel related to TPC complete as ETP may request, of the date or dates thereof; provided, however, that no the inclusion of any information in any such amendment or supplement, not included in the original Schedule or other disclosure at or prior to the date of this Agreement, shall not limit or impair any right which the Company might otherwise have to terminate this Agreement pursuant to Section 12.1(b) due to the failure to satisfy the condition in Section 8.1. No investigation or receipt of information pursuant to this Section 5.2 6.3 shall affect any representation representations or warranty of CCE warranties or the conditions to the obligations of ETPthe Company to consummate the transactions contemplated hereby. To In the extent not located at the offices or properties of TPC as event of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all termination of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall the Company will deliver to Samaritan all documents, work papers and other material (including copies thereof) obtained by the Company or on its behalf from Samaritan as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof and, if the transactions contemplated hereby are not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters consummated, the Company will hold such information in which TPC confidence until such time as such information is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeotherwise publicly available.

Access to Properties and Records. (a) CCE shallSeller shall afford, and shall cause TPC tothe Company and Seller's other Affiliates to afford, afford to ETP Buyer and ETP’s Buyer's accountants, counsel and representatives full upon reasonable advance notice reasonable access during normal business hours throughout the period prior to commencing on the date hereof and ending on the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the Company's properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish promptly to ETP Buyer all information concerning the Company's business, properties, Liabilities liabilities and personnel related as Buyer may reasonably request. Additionally, Buyer shall hold in confidence all such information on the terms and subject to TPC as ETP may request, provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions contained in the Confidentiality Agreement. Buyer shall have no right of access to, and Seller shall have no obligation to provide to Buyer, (1) bids received from others in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids or (2) any information the disclosure of which Seller has reasonably concluded after consultation with counsel may jeopardize any privilege available to the obligations of ETPCompany or Seller relating to such information or would cause the Company or Seller to breach a confidentiality obligation or any applicable law. To Buyer agrees that if Buyer or its authorized representatives receive, or if the extent not located at information (whether in electronic mail format, on computer hard drives or otherwise) held by the offices or properties of TPC Company as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining includes information that relates to the business operations or other strategic matters of TPC Seller, its corporate parent or any of their Affiliates (other than the Company) such information shall be held in confidence on the terms and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client conditions contained in the Confidentiality Agreement, but the term of the restriction on the disclosure and use of such information shall continue in effect as to such information for a period of two (2) years from the Closing. Buyer further agrees that if Seller or the Company inadvertently furnishes to Buyer copies of or access to information that is subject to clause (2) of the second preceding sentence, Buyer will, upon Seller's request, promptly return same to Seller together with any and all extracts therefrom or notes pertaining thereto (whether in electronic or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client format). Buyer shall indemnify, defend, and hold harmless Seller and its Affiliates from and against any Losses asserted against or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client suffered by Seller Indemnified Parties relating to, resulting from, or other applicable privilegearising out of, examinations or inspections made by Buyer or its authorized representatives under this Section 4.2(a).

Access to Properties and Records. (a) CCE shallSubject to Section 12.1 hereof, and EXX shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full permit DNB reasonable access during normal business hours throughout upon reasonable notice to its properties and those of the period EXX Subsidiaries, and shall disclose and make available to DNB during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter EXX determines based on the advice of legal counsel should be treated as confidential) and shareholders' meetings, organizational documents, bylaws, contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which DNB may have a reasonable interest; provided, however, that EXX shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or that is otherwise prohibited by law or contractual agreement. DNB shall use commercially reasonable efforts to minimize any interference with EXX'x regular business operations during any such access to EXX'x property, books and records. EXX shall permit DNB, at its expense, to cause a Phase I and any Phase II Environmental Site Assessment ("Phase II") recommended therein to be performed at each EXX Real Property (provided that such right, with respect to leased EXX Real Property, shall be subject to the applicable landlord's prior written consent) provided, however, that DNB shall only have the right to conduct a Phase II prior to the Closing Date only to the extent that a Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of "Recognized Environmental condition" (or as such term is defined by the earlier termination American Society for Testing Materials") that was discovered in the Phase I. Any such Phase I shall be commenced within 30 days after the date of this Agreement and any such Phase II, to the extent permitted by the provisions hereof to be conducted prior to Closing, recommended to be performed by any such Phase I shall be commenced within 30 days of the Phase I report recommending such Phase II. DNB shall use its best efforts to cause any such Phase I conducted to be completed within 30 days of the date of commencement thereof, but in no event more than 45 days after the date of commencement thereof. In the event DNB elects to commence any Phase II, to the extent permitted pursuant to Article VII hereof) the provisions of this Section 6.3 to all be conducted prior to Closing, DNB shall use its best efforts to have any such Phase II completed within 45 days of the propertiescommencement thereof, books, contracts, commitments but in no event more than 60 days after the date of commencement thereof. DNB and records (including its environmental consultant shall conduct all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no investigation or receipt of information assessments pursuant to this Section 5.2 shall affect any representation at mutually agreeable times and so as to eliminate or warranty of CCE or the conditions minimize to the obligations greatest extent possible interference with EXX'x operation of ETPits business, and DNB shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. To the extent not located at the offices DNB shall be required to restore each EXX Real Property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or properties of TPC as of the Closing DatePhase II and any restoration and clean up, shall be borne solely by DNB. DNB hereby agrees to indemnify, defend and hold EXX harmless from and against any cost, expense, charge, lien, action or judgment, as promptly well as practicable thereafterany claim of a right to any such cost, CCE shall deliverexpense, charge, lien, action or judgment arising from any act or omission of DNB, DNB's agents or contractors, or cause its appropriate Affiliates any services, labor, supplies or materials provided or performed by surveyors, engineers, architects and others hired by DNB to deliver to ETP all of make the books of accounts, minute books, record books inspections and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigationtests, and from and against any personal injury and property damage caused by the use act or neglect of TPC Rate Case Work Product has been and will be under the control DNB or any of TPC’s attorneys. Notwithstanding anything to the contrary contained its agents, or independent contractors in this Agreement, CCE shall not be obligated to provide to ETP connection with any documents Phase I or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegePhase II.

Access to Properties and Records. (a) CCE To the extent permitted by Applicable Law, the Company shall, and shall cause TPC Bank to: (i) afford the authorized Representatives (including legal counsel, afford accountants and consultants) of Guaranty reasonable access upon reasonable notice to ETP all properties, books, records, branch operating reports, branch audit reports, operating instructions and ETP’s procedures, Tax Returns, contracts and documents and all other documents and data of the Company and Bank that Guaranty may from time to time reasonably request in order and where disclosure is not prohibited by Applicable Law that Guaranty may have the opportunity to make such reasonable investigation as it shall desire to make of the affairs of the Company and Bank and to conduct the environmental investigations provided in Section 6.13; and (ii) furnish Guaranty with such additional financial and operating data and other information as to the business and properties of the Company and Bank as Guaranty shall, from time to time, reasonably request. The Company further agrees to continue to reasonably respond to and reasonably cooperate with Guaranty and its Representatives with respect to the due diligence requests of Guaranty. The Company and Bank shall permit Guaranty and its Representatives to make copies of such books, records and other documents and to discuss the business affairs, condition (financial and otherwise), assets and liabilities of the Company and Bank with such Representatives, including its directors, officers, employees, accountants, counsel and representatives full creditors, as is necessary or reasonably appropriate for the purposes of familiarizing itself with the businesses and operations of the Company and Bank, obtaining any necessary Orders, consents or approvals of the Merger or Bank Merger by any Governmental Authority and conducting an evaluation of the assets and liabilities of the Company and Bank to the extent allowable by Applicable Law. Upon reasonable request by Guaranty, the Company shall make its Chief Financial Officer and controller reasonably available to discuss with Guaranty and its Representatives Guaranty’s ongoing due diligence of the Company and Bank’s operations. The Company will cause its independent outside auditors to make available to Guaranty and its Representatives, such personnel, work papers and other documentation of such firm relating to its work papers and its audits of the books and records of the Company and Bank as may be requested by Guaranty in connection with its review of the foregoing matters. Notwithstanding anything in this Agreement to the contrary, neither the Company nor Bank shall be required to provide access during normal business hours throughout the period to or disclose information to Guaranty where such access or disclosure would violate Applicable Law, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the Closing Date (or the earlier termination date of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege.

Access to Properties and Records. (a) CCE shallIn order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties, subject to Section 12.1 hereof and subject to applicable laws relating to exchange of information, NewAlliance shall permit CBI and its officers, employees, counsel, accountants and other authorized representatives, access, upon reasonable notice, to its personnel and properties and those of the NewAlliance Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access CBI during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to Effective Time all of the properties, books, contracts, commitments papers and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related of NewAlliance or any NewAlliance Subsidiary relating to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or other strategic alternatives) and shareholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which CBI may request, have a reasonable interest; provided, however, that no investigation NewAlliance shall not be required to take any action that would provide access to or receipt to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of information pursuant to this Section 5.2 shall affect any representation customer or warranty of CCE other person or would result in the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as waiver by it of the Closing Dateprivilege protecting communications between it and any of its counsel. In addition, as promptly as practicable thereafterNewAlliance and the NewAlliance subsidiaries shall not be required to disclose any analysis, CCE shall deliverminutes, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) materials pertaining to the business operations financial or other evaluation or discussion of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in i) this Agreement, CCE or the transactions contemplated hereunder, or (ii) any third party proposal to acquire a controlling interest in NewAlliance. NewAlliance shall not be obligated provide and shall request its auditors to provide CBI with such historical financial information regarding NewAlliance and any NewAlliance Subsidiary (and related audit reports and consents) as CBI may reasonably request for securities disclosure purposes. CBI shall use reasonable efforts to ETP minimize any documents interference with NewAlliance’s and any NewAlliance Subsidiary’s regular business operations during any such access to NewAlliance’s or records relating any NewAlliance Subsidiary’s personnel, property, books or records. NewAlliance and its Subsidiaries shall permit CBI, at CBI’s expense, to litigation and regulatory matters in which TPC is involved cause so-called “Phase I Environmental Site Assessments” and/or “Phase II Environmental Site Assessments” to be performed at any physical location owned or operated by NewAlliance or any NewAlliance Subsidiary and, to the extent that CCE reasonably believes such documents NewAlliance or records are subject the applicable NewAlliance Subsidiary has the contractual right to the attorney-client do so, at any Loan Property or Participation Facility. CBI agrees to indemnify and hold harmless, NewAlliance, each NewAlliance Subsidiary, and any landlord or other applicable privilege persons with an interest in circumstances in which TPC is not the sole client unless the parties entitled real property, from and against any damages, claims, losses or expenses of any kind, including reasonable attorneys fees, pertaining to such attorney-client or arising from any entry onto, or any assessments or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of studies undertaken by CBI with respect to, any such attorney-client or other applicable privilegereal property under this Section.

Access to Properties and Records. (a) CCE shallAllegiance Bank shall permit BCB reasonable access upon reasonable notice to its properties, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access BCB during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter Allegiance Bank reasonably determines should be treated as ETP confidential) and shareholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BCB may request, have a reasonable interest; provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE Allegiance Bank shall not be obligated required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or would result in the waiver by Allegiance Bank of the privilege protecting communications between it and any of its counsel. Allegiance Bank shall provide and shall request its auditors to provide BCB with such historical financial information regarding it (and related audit reports and consents) as BCB may reasonably request for securities disclosure purposes. BCB shall use commercially reasonable efforts to ETP minimize any documents interference with Allegiance Bank’s regular business operations during any such access to Allegiance Bank’s property, books and records. Allegiance Bank shall permit BCB, at its expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeoccupied by Allegiance Bank.

Access to Properties and Records. (a) CCE shallIn order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties, subject to Section 12.1 hereof and subject to applicable laws relating to exchange of information, CBI will permit NewAlliance and its officers, employees, counsel, accountants and other authorized representatives, access, upon reasonable notice, to its personnel and properties and those of the CBI Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access NewAlliance during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to Effective Time all of the properties, books, contracts, commitments papers and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related of CBI or any CBI Subsidiary relating to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC as ETP liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or other strategic alternatives) and shareholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which NewAlliance may request, have a reasonable interest; provided, however, that no investigation CBI shall not be required to take any action that would provide access to or receipt to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of information pursuant to this Section 5.2 shall affect any representation customer or warranty of CCE other person or would result in the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as waiver by it of the Closing Dateprivilege protecting communications between it and any of its counsel. In addition, as promptly as practicable thereafterCBI and the CBI Subsidiaries shall not be required to disclose any analysis, CCE shall deliverminutes, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) materials pertaining to the financial or other evaluation or discussion of (i) this Agreement or the transactions contemplated herein, or (ii) any third party proposal to acquire a controlling interest in CBI. CBI shall provide and shall request its auditors to provide NewAlliance with such historical financial information regarding CBI and any CBI Subsidiary (and related audit reports and consents) as NewAlliance may reasonably request for securities disclosure purposes. NewAlliance shall use reasonable efforts to minimize any interference with CBI’s and any CBI Subsidiary’s regular business operations of TPC during any such access to CBI’s or any CBI Subsidiary’s personnel, property, books or records. CBI and all financial and accounting records related its Subsidiaries shall permit NewAlliance, at NewAlliance’s expense, to TPC. Such delivery shall include all work paperscause so-called “Phase I Environmental Site Assessments” and/or “Phase II Environmental Site Assessments” to be performed at any physical location owned or operated by CBI or any CBI Subsidiary and, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents CBI or records are subject the applicable CBI Subsidiary has the contractual right to the attorney-client do so, at any Loan Property or Participation Facility. NewAlliance agrees to indemnify and hold harmless, CBI, each CBI Subsidiary, and any landlord or other applicable privilege persons with an interest in circumstances in which TPC is not the sole client unless the parties entitled real property, from and against any damages, claims, losses or expenses of any kind, including reasonable attorneys fees, pertaining to such attorney-client or arising from any entry onto, or any assessments or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of studies undertaken by NewAlliance with respect to, any such attorney-client or other applicable privilegereal property under this Section.

Access to Properties and Records. (a) CCE shallSeller will keep Buyer advised of all material developments relevant to the consummation of the transactions contemplated hereby and will cooperate fully in permitting Buyer to make a full investigation of the Business, properties, financial condition and shall cause TPC toinvestments of Seller during regular business hours and upon reasonable notice and in bringing about the consummation of the transactions contemplated hereby. Seller will, during regular business hours and upon reasonable notice, afford to ETP Buyer and ETP’s accountants, counsel and its representatives full reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the offices, buildings, real properties, booksmachinery and equipment, contractsinventory and supplies, commitments records, files, books of account, tax returns, agreements and records (including all environmental studiescommitments, reports partnership record books and other environmental records personnel of Seller. Seller will, upon request by Buyer afford to Buyer and all pipeline cost-of-service and rate-related studies, reports and records related its representatives access to TPC and, during such period, shall the working papers relating to the Financial Statements. Seller will furnish to ETP Buyer all such further information concerning the businessbusiness and affairs of Seller as Buyer may reasonably request. Seller will update by amendment or supplement each of the Schedules referred to herein and any other disclosure in writing from Seller required by this Agreement to be disclosed in writing by Seller to Buyer promptly upon any change in the information set forth in such Schedules or other disclosures, propertiesand Seller hereby represents and warrants that such Schedules and such written disclosures, Liabilities as so amended or supplemented, shall be true, correct and personnel related to TPC complete as ETP may request, of the date or dates thereof; provided, however, that no the inclusion of any information in any such amendment or supplement, not included in the original Schedule or other disclosure at or prior to the date of this Agreement, shall not limit or impair any right which Buyer might otherwise have respecting the representations or warranties of Seller continued in this Agreement. No investigation or receipt of information pursuant to this Section 5.2 5.3 shall affect any representation representations or warranty of CCE warranties or the conditions to the obligations of ETPBuyer to consummate the transactions contemplated hereby. To In the extent not located at the offices or properties of TPC as event of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all termination of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall Buyer will deliver to Seller all documents, work papers and other material (including copies thereof) obtained by Buyer or on its behalf from Seller as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof and, if the transactions contemplated hereby are not be obligated consummated, Buyer will hold such information in strict confidence and will not use or disclose, or permit any other person or entity to provide to ETP any documents use or records relating to litigation and regulatory matters disclose, such information until such time as such information is otherwise publicly available. Regardless of whether the transactions contemplated by this Agreement are consummated, Buyer will hold all information acquired from Seller in which TPC is involved strict confidence except to the extent that CCE reasonably believes such documents Buyer is required by applicable law to disclose information in connection with the anticipated public offering of Buyer's common stock; further, Buyer will act in good faith with respect to all information acquired from Seller and will not use, and will not permit any other person or records are subject entity, to use any information acquired from Seller in any manner that is detrimental to Seller's operation of the attorney-client Business or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client otherwise inconsistent with Seller's best interests or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeBuyer's obligations pursuant this Agreement.

Access to Properties and Records. (a) CCE shallLeucadia and the Seller shall cause each of the Company and the Retained Subsidiaries to afford to the Buyer and Xxxxx 0, and shall cause TPC to, afford to ETP and ETP’s the accountants, counsel and representatives full of the Buyer and Xxxxx 0, reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereofSection 12) to all of the properties, books, contracts, commitments and files and records (including all environmental studies, reports but limited with respect to Tax Returns and other environmental records correspondence with accountants to these portions of Tax Returns and all pipeline cost-of-service correspondence with accountants that relate to the Company and rate-related studies, reports its Retained Subsidiaries and records related to TPC the extent reasonably necessary to evaluate the purchase of the Membership Units) of the Company and its Subsidiaries and, during such period, shall furnish promptly to ETP the Buyer and Level 3 all other information concerning the businessCompany and the Retained Subsidiaries, properties and personnel as the Buyer and Level 3 may reasonably request to evaluate the transactions contemplated hereby; provided that neither Leucadia nor the Seller shall be required to provide access to any such properties, Liabilities personnel or information to the extent relating exclusively to the Excluded Assets or Excluded Liabilities. Leucadia and personnel related the Seller also shall cause each of the Company and the Retained Subsidiaries to TPC as ETP may requestafford to the Buyer and Level 3 reasonable access to its assets and operations throughout the period prior to the Closing Date to evaluate the transactions contemplated hereby. Unless otherwise agreed to by Leucadia and the Seller, all information provided to Buyer and Level 3 and their advisors and representatives shall be kept confidential in accordance with the terms of the Confidentiality Agreement; provided, however, that no such obligation will terminate upon the Closing with respect to information relating to the Company and the Retained Subsidiaries (except, if the Buyer has not exercised the Benefit Plan Substitution Right pursuant to Section 2.2(b), in connection with Level 3’s and the Buyer’s investigation of the Transferred Benefit Plans in accordance with Section 7.16). No investigation or receipt of information pursuant to this Section 5.2 7.3 shall affect qualify any representation or warranty of CCE Leucadia or the Seller or the conditions to the obligations of ETP. To the extent not located at the offices Buyer or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeLevel 3.

Access to Properties and Records. (a) CCE From the date of this Agreement until the Closing Date, the Seller Parties shall, and shall cause TPC to, the Subsidiaries of the Company to (in a manner so as to not interfere with the normal business operations of the Company or any of its Subsidiaries) afford to ETP the Buyer and ETP’s accountantsits Representatives reasonable access, counsel upon reasonable notice and representatives full during times mutually convenient to Buyer and senior management of the Company to the assets, properties (provided that such access shall not permit Buyer or its Representatives to conduct any environmental testing), books and records of the Company and its Subsidiaries, including reasonable financial and operating data and other information about the Company and its Subsidiaries and their respective businesses as presently conducted, conducted in the past and presently proposed to be conducted in the future, as Buyer and its Representative may reasonably request; provided that, (a) all requests for such access during normal business hours throughout the period shall be directed to a Designated Contact, (b) prior to the Closing Date Parent and Buyer shall not (and shall cause their respective Representatives not to) contact any partner, member, equityholder, officer, manager, director, employee, customer, supplier, distributor, joint-venture partner, lessor, lender or other material business relation of the Company or any of its Subsidiaries regarding the Company or any of its Subsidiaries, their business or the earlier termination Transactions, in each case, without the prior written consent of this Agreement pursuant a Designated Contact, and (c) nothing herein shall require the Company to Article VII hereof) to all provide access to, or disclose information to, Buyer or any of its Representatives if such access or disclosure, in the good faith reasonable belief of the propertiesCompany, bookswould (i) jeopardize any attorney-client or other legal privilege, contractsincluding the attorney-client privilege or the attorney work product privilege or (ii) contravene any applicable Law, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related fiduciary duty or Contract to TPC and, during such period, shall furnish to ETP all which the Buyer or any of its Subsidiaries are a party. No information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no or knowledge obtained in any investigation or receipt of information pursuant to this Section 5.2 6.1 shall affect or be deemed to modify in any way any representation or warranty of CCE any Seller Party contained herein (or in any list, certificate, schedule or other instrument, document, agreement or writing furnished or to be furnished to or made with the Buyer pursuant hereto), the conditions to the obligations of ETP. To the extent not located at Parties to consummate the offices Transactions or properties the indemnification obligations of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegePerson hereunder.

Access to Properties and Records. (a) CCE shallSeller shall permit Purchaser reasonable access upon reasonable notice to its properties and those of the Seller Subsidiaries, and shall cause TPC to, afford disclose and make available to ETP and ETP’s accountants, counsel and representatives full reasonable access Purchaser during normal business hours throughout the period prior all of its books, papers and records relating to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the businessassets, properties, Liabilities operations, obligations and personnel related to TPC liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter Seller reasonably determines should be treated as ETP confidential) and stockholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which Purchaser may request, have a reasonable interest; provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE Seller shall not be obligated required to take any action that would provide access to or disclose information where such access or disclosure, in Seller’s reasonable judgment, would interfere with the normal conduct of Seller’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person, or would result in the waiver by it of the privilege protecting communications between it and any of its counsel, or would be contrary to any law or regulation applicable to Seller Bank. Seller shall provide and shall request its auditors to provide Purchaser with such historical financial information regarding it (and related audit reports, consents and work papers) as Purchaser may reasonably request. Purchaser shall use commercially reasonable efforts to ETP minimize any documents interference with Seller’s regular business operations during any such access to Seller’s property, books and records. Seller and each Seller Subsidiary shall permit Purchaser, at Purchaser’s expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents occupied by Seller or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeany Seller Subsidiary.

Access to Properties and Records. (a) CCE shall, and shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full reasonable access during normal business hours throughout the period prior Seller will keep Buyer advised of -------------------------------- all material developments relevant to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all consummation of the properties, books, contracts, commitments transactions contemplated hereby and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related will cooperate fully in permitting Buyer to TPC and, during such period, shall furnish to ETP all information concerning make a full investigation of the business, properties, Liabilities financial condition and investments of Seller during regular business hours and upon reasonable notice and in bringing about the consummation of the transactions contemplated hereby. Seller will, during regular business hours and upon reasonable notice, afford to Buyer and its representatives full access to the offices, buildings, real properties, machinery and equipment, inventory and supplies, records, files, books of account, tax returns, agreements and commitments, corporate record books and stock books and personnel related of Seller, and will permit Buyer and its representatives to TPC contact and interview Seller's personnel, suppliers, vendors, referral sources and any other persons that Buyer shall reasonably determine to be necessary for it to make a full investigation of the Business. Seller will furnish to Buyer all such further information concerning the business and affairs of Seller as ETP Buyer may reasonably request. Seller will update by amendment or supplement each of the Schedules referred to herein and any other disclosure in writing from Seller required by this Agreement to be disclosed in writing by Seller to Buyer promptly upon any change in the information set forth in such Schedules or other disclosures, and Seller hereby represents and warrants that such Schedules and such written disclosures, as so amended or supplemented, shall be true, correct and complete as of the date or dates thereof; provided, however, that no the inclusion of any information in any such -------- ------- amendment or supplement, not included in the original Schedule or other disclosure at or prior to the date of this Agreement, shall not limit or impair any right which Buyer might otherwise have to terminate this Agreement pursuant to Section 11.1(c) due to the failure to satisfy the condition in Section 7.1. No investigation or receipt of information pursuant to this Section 5.2 5.3 shall affect any representation representations or warranty of CCE warranties or the conditions to the obligations of ETPBuyer to consummate the transactions contemplated hereby. To In the extent not located at the offices or properties of TPC as event of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all termination of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall Buyer will deliver to Seller all documents, work papers and other material (including copies thereof) obtained by Buyer or on its behalf from Seller as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof and, if the transactions contemplated hereby are not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters consummated, Buyer will hold such information in which TPC confidence until such time as such information is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegeotherwise publicly available.

Access to Properties and Records. (a) CCE shallSeller shall afford, and shall cause TPC tothe Company, afford the LLC and Seller's other Affiliates to ETP afford, to Buyer and ETP’s Buyer's accountants, counsel and representatives full upon reasonable advance notice reasonable access during normal business hours throughout the period prior to commencing on the date hereof and ending on the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the Company's and the LLC's properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish promptly to ETP Buyer all information concerning the Company's and the LLC's business, properties, Liabilities liabilities and personnel related to TPC as ETP Buyer may request, provided, however, provided that no investigation or receipt of information pursuant to this Section 5.2 4.2 shall affect any representation or warranty of CCE Seller or the conditions to the obligations of ETPBuyer. To Additionally, Buyer shall hold in confidence all such information on the extent not located at terms and subject to the offices conditions contained in the Confidentiality Agreement. Buyer shall have no right of access to, and Seller shall have no obligation to provide to Buyer, (1) bids received from others in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids or properties (2) any information the disclosure of TPC which Seller has concluded may jeopardize any privilege available to the Company, the LLC or Seller relating to such information or would cause the Company, the LLC or Seller to breach a confidentiality obligation. Buyer agrees that if Buyer or its authorized representatives receive, or if the information (whether in electronic mail format, on computer hard drives or otherwise) held by the Company or the LLC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining includes information that relates to the business operations or other strategic matters of TPC the Seller, its corporate parent or any of their Affiliates (other than the Company or the LLC) such information shall be held in confidence on the terms and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client conditions contained in the Confidentiality Agreement, but the term of the restriction on the disclosure and use of such information shall continue in effect as to such information for a period of five years from the Closing. Buyer further agrees that if Seller or Company or the LLC inadvertently furnishes to Buyer copies of or access to information that is subject to clause (2) of the second preceding sentence, Buyer will, upon Seller's request promptly return same to Seller together with any and all extracts therefrom or notes pertaining thereto (whether in electronic or other applicable privilege in circumstances in which TPC is not format). Buyer shall indemnify, defend, and hold harmless Seller and its Affiliates from and against any Losses asserted against or suffered by the sole client unless the parties entitled Seller Indemnified Parties relating to, resulting from, or arising out of, examinations or inspections made by Buyer or its authorized representatives pursuant to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilegethis Section 4.2(a).