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obligations set forth in Section 2.5.2; provided that TruStar shall remain responsible for its <br />obligations hereunder, notwithstanding delegation of performance to a designee. During the Term, <br />TruStar shall retain a qualified third -party vendor to maintain a Quality Assurance Program <br />("QAP") under each of the Renewable Fuel Standard and Low Carbon Fuel Standard. Each Party <br />shall have the right to annually inspect, audit, copy and verify the books and records of the other <br />Party pertaining to the transactions that are the subject matter of this Agreement. at the office of <br />the other Party where such records are maintained, during normal business hours, upon ten (10) <br />Business Days' advance written notice. <br />8.6 Severability. If any part of this Agreement is contrary to, prohibited by, or deemed <br />invalid under applicable law, such provision will be inapplicable and deemed omitted to the extent <br />so contrary, prohibited or invalid. The remainder of this Agreement will not be invalidated by <br />such applicable law and will be given effect so far as possible, provided that each Parry can <br />continue to fulfill its obligations and enjoy its material rights and benefits hereunder. <br />8.7 Successors and Assigns and No Third -Party Beneficiaries, This Agreement is <br />for the exclusive benefit of the Parties, and no other person or entity will have any right or claim <br />against any Party under any of the terms or provisions of it or be entitled to enforce any of the <br />terms or provisions of it against any Party. This Agreement shall be binding on the Parties and <br />their respective successors and permitted assigns. <br />8.8 Counterparts. This Agreement may be executed by TruStar and City in <br />counterparts and delivered by facsimile or electronic transmission, each of which so delivered shall <br />be considered an original counterpart and shall become a binding agreement when each of TruStar <br />and City has executed one counterpart. <br />8.9 Confidentiality. Except for matters of public record, information already within <br />receiving party's possession prior to entering into this Agreement, and except to the extent required <br />(through deposition, interrogatory, request for production, subpoena, civil investigative demand or <br />similar process) by a court order or required by applicable law, receiving party agrees to keep <br />confidential all information deemed confidential. If receiving party becomes required, in the <br />manner specified above, to disclose any Confidential Information, receiving party shall provide <br />prompt written notice to disclosing party so that disclosing party may timely seek a protective <br />order or other appropriate remedy. In the event that such protective order or other remedy is not <br />obtained, receiving party agrees (i) to furnish only that portion of the Confidential Information that <br />is required to be furnished and (ii) to exercise reasonable commercial efforts to obtain assurance <br />that confidential treatment will be accorded such Confidential Information. Nothing in this <br />Section shall restrict TruStar from sharing Confidential Information with its Permitted Designees <br />pursuant to Section 8.5 herein, and its commodity suppliers. <br />IN WITNESS WHEREOF, each Party has caused this Agreement to be executed by their <br />respective duly authorized representatives. <br />IF <br />