(I) AFFORD
THE OFFICERS, EMPLOYEES AND AUTHORIZED AGENTS AND REPRESENTATIVES OF SELLER
REASONABLE ACCESS, DURING NORMAL BUSINESS HOURS, TO THE OFFICES, PROPERTIES,
BOOKS AND RECORDS OF PURCHASER WITH RESPECT TO THE FACILITY, (II) FURNISH TO THE
OFFICERS, EMPLOYEES AND AUTHORIZED AGENTS AND REPRESENTATIVES OF SELLER SUCH
ADDITIONAL FINANCIAL AND OTHER INFORMATION REGARDING THE FACILITY AS SELLER MAY
FROM TIME TO TIME REASONABLY REQUEST AND (III) MAKE AVAILABLE TO SELLER, THE
EMPLOYEES OF PURCHASER WHOSE ASSISTANCE, TESTIMONY OR PRESENCE OF SUCH PERSONS
AS WITNESSES IN HEARINGS OR TRIALS FOR SUCH PURPOSES IS REQUIRED; PROVIDED,
HOWEVER, THAT SUCH INVESTIGATION SHALL NOT UNREASONABLY INTERFERE WITH THE
BUSINESS OR OPERATIONS OF PURCHASER AND PURCHASER SHALL NOT BE REQUIRED TO
FURNISH ANY CONFIDENTIAL OR PRIVILEGED MATERIALS TO SELLER.
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(C)
PURCHASER AGREES FOR A PERIOD EXTENDING FIVE (5) YEARS AFTER THE
CLOSING DATE NOT TO DESTROY OR OTHERWISE DISPOSE OF ANY RECORDS RELATING TO THE
FACILITY FOR THE PERIOD PRIOR TO ITS ACQUISITION OF THE PURCHASED ASSETS,
PROVIDED THAT PURCHASER ACQUIRED SUCH RECORDS FROM SELLER IN CONNECTION WITH
THIS AGREEMENT.
AFTER SUCH FIVE (5) YEAR PERIOD, PURCHASER MAY DESTROY OR
OTHERWISE DISPOSE OF SUCH RECORDS IF PURCHASER SHALL OFFER IN WRITING TO
SURRENDER SUCH RECORDS TO SELLER AND SELLER SHALL FAIL TO AGREE IN WRITING TO
TAKE POSSESSION THEREOF DURING THE THIRTY (30) DAY PERIOD AFTER SUCH OFFER IS
MADE.
14.02
OBLIGATIONS NOT PERFORMED BY CLOSING.
(A)
IN THE EVENT THAT SELLER
HAS NOT ON OR PRIOR TO THE CLOSING DATE COMPLETED OR CAUSED THE COMPLETION OF
THE REPAIRS DESCRIBED IN SECTION 5.02(I) OF THIS AGREEMENT (AS EVIDENCED BY
DELIVERY TO PURCHASER OF THE PRATT AND WHITNEY REPAIR REPORT), SELLER WILL,
AFTER THE CLOSING, CONTINUE TO DILIGENTLY PURSUE SUCH REPAIRS UNTIL SUCH REPAIRS
ARE COMPLETED AND SHALL PAY AND BE FULLY RESPONSIBLE FOR THE COST OF SUCH
REPAIRS. AT SUCH TIME AS SUCH REPAIRS ARE COMPLETED TO THE REASONABLE
SATISFACTION OF PURCHASER, PURCHASER SHALL PAY THE UNIT 1B HOLDBACK AMOUNT TO
SELLER.
(B)
AFTER THE CLOSING, EACH OF SELLER AND PURCHASER AGREE TO ATTEMPT
DILIGENTLY TO OBTAIN ANY NECESSARY CONSENTS AND TAKE ALL OTHER COMMERCIALLY
REASONABLE ACTIONS WHICH MAY BE REQUIRED TO EFFECT THE ASSIGNMENT TO PURCHASER
OF ANY OF THE ASSIGNED CONTRACTS (OTHER THAN THE MATERIAL CONTRACTS), AND ANY OF
THE MATERIAL CONTRACTS AS TO WHICH PURCHASER WAIVES THE CONDITIONS SET FORTH IN
SECTION 9.05 OF THIS AGREEMENT, THAT CANNOT BE EFFECTIVELY ASSIGNED TO PURCHASER
AS OF THE CLOSING DATE (THE "UNASSIGNED CONTRACTS"), AND EACH PARTY WILL
DILIGENTLY COOPERATE WITH THE OTHER IN OBTAINING AND TAKING THE SAME, AND WILL
TAKE SUCH STEPS AS REASONABLY REQUESTED BY SUCH PARTY WITH RESPECT THERETO, ALL
AT SELLER'S COST.
THIS AGREEMENT, TO THE EXTENT PERMITTED BY LAW, SHALL
CONSTITUTE AN EQUITABLE ASSIGNMENT BY SELLER TO PURCHASER OF ALL OF SELLER'S
RIGHTS, BENEFITS, TITLE AND INTEREST IN AND TO THE UNASSIGNED CONTRACTS, AND
PURCHASER, TO THE EXTENT OF SUCH EQUITABLE ASSIGNMENT, SHALL BE DEEMED TO BE
SELLER'S AGENT FOR THE PURPOSE OF COMPLETING, FULFILLING AND DISCHARGING ALL