EXISTING AS OF THE CLOSING
DATE, GRANT TO SELLER AND ITS REPRESENTATIVES DURING REGULAR BUSINESS HOURS AND
SUBJECT TO REASONABLE RULES AND REGULATIONS, THE RIGHT, AT THE EXPENSE OF
SELLER, (I) TO INSPECT AND COPY THE BOOKS AND
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RECORDS AND (II) TO HAVE PERSONNEL OF BUYER MADE REASONABLY AVAILABLE TO THEM OR
HAVE BUYER OTHERWISE COOPERATE TO THE EXTENT REASONABLY NECESSARY, INCLUDING IN
CONNECTION WITH (A) PREPARING AND FILING TAX RETURNS AND/OR ANY TAX INQUIRY,
AUDIT, INVESTIGATION OR DISPUTE, (B) ANY LITIGATION OR INVESTIGATION[ OR],
(C) THE CLAIMS RESOLUTION, PLAN CONFIRMATION, PLAN ADMINISTRATION AND CASE
CLOSING PROCESSES IN THE REORGANIZATION CASE OR (D) THE PREPARATION OF ANY OF
THE FINANCIAL INFORMATION, OFFERING FINANCIAL INFORMATION, QUARTERLY REPORTS OR
ANNUAL REPORTS REQUIRED TO BE PREPARED OR FILED PURSUANT TO SECTION 5.11 OR
5.19, RESPECTIVELY; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL SELLER HAVE ACCESS
TO ANY INFORMATION THAT, BASED ON ADVICE OF BUYER'S COUNSEL, WOULD
(1) REASONABLY BE EXPECTED TO CREATE LIABILITY UNDER APPLICABLE LAWS, INCLUDING
U.S. ANTITRUST LAWS, OR WAIVE ANY MATERIAL LEGAL PRIVILEGE (PROVIDED, THAT IN
SUCH LATTER EVENT BUYER AND SELLER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO
COOPERATE TO PERMIT DISCLOSURE OF SUCH INFORMATION IN A MANNER CONSISTENT WITH
THE PRESERVATION OF SUCH LEGAL PRIVILEGE), (2) RESULT IN THE DISCLOSURE OF ANY
TRADE SECRETS OF THIRD PARTIES OR (3) VIOLATE ANY OBLIGATION OF BUYER WITH
RESPECT TO CONFIDENTIALITY (PROVIDED, THAT WITH RESPECT TO CLAUSE (3), TO THE
EXTENT SPECIFICALLY REQUESTED BY SELLER, BUYER OR PARENT HAS IN GOOD FAITH
SOUGHT TO OBTAIN A WAIVER REGARDING THE POSSIBLE DISCLOSURE FROM THE THIRD PARTY
TO WHOM IT OWES AN OBLIGATION OF CONFIDENTIALITY). IN NO EVENT SHALL SELLER OR
ITS REPRESENTATIVES HAVE ACCESS TO THE TAX RETURNS OF BUYER. NO BOOKS AND
RECORDS SHALL BE DESTROYED BY BUYER WITHOUT FIRST ADVISING SELLER IN WRITING AND
GIVING SELLER A REASONABLE OPPORTUNITY TO OBTAIN POSSESSION THEREOF AT THE
TRANSFEREE'S EXPENSE. ALL INFORMATION RECEIVED PURSUANT TO THIS
SECTION 5.1(C) SHALL BE GOVERNED BY THE TERMS OF SECTION 5.1(E).
(D)
FOLLOWING THE CLOSING AND UNTIL ALL APPLICABLE STATUTES OF
LIMITATIONS (INCLUDING PERIODS OF WAIVER) HAVE EXPIRED (AND WITH RESPECT TO TAX
RETURNS, UNTIL THE LATER OF (I) THE FIVE YEAR ANNIVERSARY OF THE CLOSING AND
(II) THE EXPIRATION OF THE STATUTE OF LIMITATIONS WITH RESPECT TO SUCH TAX
RETURN), SELLER AGREES TO RETAIN ALL BOOKS AND RECORDS IN EXISTENCE ON THE
CLOSING DATE AND NOT TRANSFERRED TO BUYER (THE "RETAINED BOOKS AND RECORDS"),
AND TO THE EXTENT PERMITTED BY LAW AND CONFIDENTIALITY OBLIGATIONS EXISTING AS
OF THE CLOSING DATE, (I) CONVEY TO BUYER COPIES OF ANY TAX RETURNS OF SELLER OR
ITS SUBSIDIARIES RELATING TO PERIODS (OR PORTIONS THEREOF) ENDING ON OR AFTER
DECEMBER 31, 1999 AND ON OR BEFORE THE CLOSING (INCLUDING ANY AMENDED TAX
RETURNS RELATING TO SUCH PERIODS THAT ARE FILED BY SELLER AFTER THE CLOSING)
(II) GRANT TO BUYER AND ITS REPRESENTATIVES THE RIGHT, AT THE EXPENSE OF BUYER
AND SUBJECT TO REASONABLE RULES AND REGULATIONS, TO INSPECT AND MAKE