From the Execution Date until the earlier of the termination of this Agreement or the Closing Date, upon reasonable prior written request, subject to [Section 7.1(c)], and except as determined by the Company in good faith to be appropriate to ensure compliance with any applicable Laws and, except as determined by the Company in good faith to reasonably be expected to violate the attorney-client privilege, other legal privilege or any contractual confidentiality obligations (provided that no such exception shall apply to or otherwise limit the disclosure required by any of the representations and warranties in [Article IV] and, in the case of any such exception properly relied upon, the Company shall provide prompt written notice to Purchaser of its determination to withhold information and the basis therefor), the Company shall and shall cause its Subsidiaries to afford each Designated Representative reasonable access to the offices, properties (including the Real Property), books and records of the Company; provided, however, that # such access shall be conducted during normal business hours under the supervision of the Company’s personnel and in such a manner so as not to interfere with the normal operations of the Company or any of its Subsidiaries; # the auditors and accountants of the Company or any of its Subsidiaries shall not be obligated to make any work papers (to the extent extant) available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants; # if the Parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with this [Section 7.1(a)] shall be subject to applicable rules relating to discovery; and # any access to the Company’s properties shall be subject to the Company’s reasonable security and insurance measures and shall be subject to any restrictions applicable to the properties, including the terms of any leases.

For a period of five (5) years commencing on the Closing Date, in connection with any reasonable business purpose (including the determination of any matter relating to the rights or obligations of the Company under this Agreement and otherwise as may be reasonably requested in connection with, among other things, any insurance claims by, Legal Proceedings (other than Legal Proceedings between the Representative, on the one hand, and Purchaser, on the other hand, related to this Agreement or the Transaction) or Tax audits against, or governmental investigations of, the Company or any of its Subsidiaries or in order to enable the Company to comply with the obligations under this Agreement and each other Transaction Agreement) upon reasonable prior request and except as determined by the Purchaser in good faith to be appropriate to ensure compliance with any applicable Law and, except as determined by Purchaser in good faith to reasonably be expected to violate the attorney-client privilege, other legal privilege, or contractual confidentiality obligations, Purchaser shall, and shall cause the Company and its representatives to, # afford the Representative reasonable access, during normal business hours, to the offices, books and records of the Company and its Subsidiaries (and Purchaser to the extent relevant to the Company and its Subsidiaries) and # make available to the Representative and any representatives of the Representative the employees of the Company and its Subsidiaries whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist the Representative in connection with the Representative’s inquiries for any of the purposes referred to above, including the presence of such Persons as witnesses in hearings or trials for such purposes; provided, however, that # such requests shall not unreasonably interfere with the normal operations of the Company or any of its Affiliates; # that the auditors and accountants of the Company or its Affiliates shall not be obligated to make any work papers (to the extent extant) available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants and # that if the Parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with this [Section 7.1(b)] shall be subject to applicable rules relating to discovery. In furtherance of the foregoing, Purchaser agrees to preserve and keep the records held by the Company or Purchaser relating to the business of the Company and its Subsidiaries for a period of five (5) years from the Closing Date.