Common use of Access and Information Clause in Contracts

Access and Information. (a) From the date of this Agreement until the Closing, subject to any applicable Laws, Seller shall afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned Contracts, the Transferred Books and Records and the officers of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality Agreement.

Access and Information. (a) From the date of this Agreement hereof until the ClosingClosing (and, with respect to any Disputed MCE System, until the expiration of the MCE Period), subject to any applicable Laws, Seller shall (i) afford Buyer and its authorized representatives reasonable access, during regular business hours and hours, upon reasonable advance written notice, to the Assigned ContractsEmployees, each Specified Business, the Friendco Business, Assets that will be Transferred Books and Records Assets as of the Closing and the officers Friendco Transferred Assets, (ii) furnish, or cause to be furnished, to Buyer any financial and operating data and other information with respect to each Specified Business or in furtherance of the Transferred Business, Transaction or the Exchange as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant requests, including, subject to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts Section 5.11, by providing to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representativesaccountants sufficient information (A) for the preparation of the pro-forma balance sheet and statements of income, during such accessstockholders’ equity and cash flows for the Parent Business (in each case, shall not conduct any invasive proceduresif requested, assuming the Friendco Transaction and/or the Exchange have occurred) and (B) regarding compliance by Seller and its Affiliates with the requirements of the SOA with respect to the Business, and (iii) instruct the Employees, and its counsel and financial advisors to cooperate with Buyer in its investigation of each Specified Business and the Friendco Business, including sampling of soilinstructing its accountants to give Buyer access to their work papers; provided, groundwaterhowever, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) that, based on advice of Seller’s counsel advises counsel, would (after consultation in good faith with Buyer’s counselA) that sharing such information would reasonably be expected to create any potential Liability under applicable Laws, including U.S. Antitrust Laws, or waive any material legal privilege (yprovided, 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), (B) result in the reasonable judgment disclosure of Seller would any trade secrets of third parties or (C) violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (ifso long as, with respect to confidentiality, to the extent specifically requested by Buyer, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for not conduct any environmental sampling without the prior written consent of Seller, which consent may be withheld in Seller’s reasonable out discretion. All requests made pursuant to this Section 5.1(a) shall be directed to an executive officer of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request Person or Persons as may be designated by or on behalf of BuyerSeller. All information received by Buyer or its representatives pursuant to this Section 6.1 shall 5.1(a) shall, prior to the Closing, be governed by the terms of the Seller Confidentiality Agreement. No information or knowledge obtained in any investigation by Buyer pursuant to this Section 5.1(a) shall affect or be deemed to modify any representation or warranty made by Seller hereunder.

Access and Information. From the Execution Date until the earlier of the Closing or the termination of this Agreement in accordance with Article XI, but subject to the other provisions of this Section 7.2 and obtaining any required Consents of Third Parties (with respect to which Consents Seller shall use commercially reasonable efforts to obtain), Seller shall, and in its capacity as owner of the Membership Interests Seller shall cause the Company and each Subsidiary to, (a) From the date of this Agreement until the Closing, subject afford to any applicable Laws, Seller shall afford Buyer and its representatives Representatives reasonable access, during regular business hours and upon reasonable advance written prior notice, during normal business hours, to the Assigned Contracts, the Transferred Books and Records and the officers of the Transferred Business, as Buyer shall from time (b) make available to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable accessRepresentatives, during regular business hours and upon reasonable advance written noticenotice during normal business hours, to (i) accountantsSeller’s and its Affiliates’ work papers relating personnel knowledgeable with respect to the Transferred Books Assets and Records the other assets of the Company and access the Subsidiaries. Buyer shall not be permitted to auditors conduct any physical inspection of Seller the Assets except as, and under terms and conditions, agreed to by Seller; provided, however, that any request by Buyer for any such inspection shall not be unreasonably withheld, conditioned or delayed. All review and investigations conducted by Buyer or any of its Affiliates Representative shall be conducted at Buyer’s sole cost, risk and (ii) properties expense and any conclusions made from any examination done by Buyer or any of its Representative shall result from Buyer’s own independent review and judgment. In addition, the review and investigations of Buyer shall not unreasonably interfere with the business of the Transferred Business Company or any Subsidiary or the safe commercial operations of the Assets. Buyer shall coordinate Buyer’s and its Representatives’ access rights (including with respect to Seller’s personnel) with Seller to minimize any inconvenience to or interruption of the conduct of business by Seller, the Company and the Subsidiaries. Buyer shall hold in confidence all information reviewed and collected pursuant to this Section 7.2 on the terms and subject to the extent that circumstances arise that could conditions contained in the Confidentiality Agreements. Notwithstanding anything to the contrary in this Section 7.2, Buyer shall have no right of access to, and neither Seller nor any of its Affiliates shall have any obligation to provide any (1) information the disclosure of which (A) would reasonably be expected to result in jeopardize any privilege available to Seller or its Affiliates, (B) would cause Seller or its Affiliates to breach a material environmental Liability, confidentiality obligation (provided that Buyer or Seller and its representatives, during such access, Affiliates shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made use commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilegeconfidentiality obligation), or (zC) that constitutes Customer Proprietary Network Information would result in a violation of Law, or (other than as permitted 2) bids received from others in connection with the transactions contemplated by the rules this Agreement (or similar transactions) and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller information and Buyer shall agree upon mutually acceptable “clean team” procedures with respect analyses (including financial analyses) relating to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality Agreementbids.

Access and Information. (a) From the date of this Agreement hereof until the ClosingClosing (and, with respect to any Disputed MCE System, until the expiration of the MCE Period), subject to any applicable Laws, Seller shall (i) afford Buyer and its authorized representatives reasonable access, during regular business hours and hours, upon reasonable advance written notice, to the Assigned ContractsEmployees, each Specified Business, the Friendco Business, Assets that will be Transferred Books and Records Assets as of the Closing and the officers Friendco Transferred Assets, (ii) furnish, or cause to be furnished, to Buyer any financial and operating data and other information with respect to each Specified Business or in furtherance of the Transferred Business, Transaction or the Exchange as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant requests, including, subject to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts Section 5.9, by providing to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representativesaccountants sufficient information (A) for the preparation of the pro-forma balance sheet and statements of income, during such accessstockholders’ equity and cash flows for the Buyer Business (in each case, shall not conduct any invasive proceduresif requested, assuming the Friendco Transaction and/or the Exchange have occurred) and (B) regarding compliance by Seller and its Affiliates with the requirements of the SOA with respect to the Business, and (iii) instruct the Employees, and its counsel and financial advisors to cooperate with Buyer in its investigation of each Specified Business and the Friendco Business, including sampling of soilinstructing its accountants to give Buyer access to their work papers; provided, groundwaterhowever, surface water or other media; it being understood and agreed that in no event shall Buyer have access to any information that, based on advice of Seller’s counsel, would (A) reasonably be expected to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (yii) waive any material legal privilege or (iii) otherwise be prohibited by an order of the Bankruptcy Court (provided, that in the case of clauses (ii) or (iii) Buyer and Seller shall use commercially reasonable judgment efforts to cooperate to permit disclosure of Seller would such information, in the case of clause (ii), in a manner consistent with the preservation of such legal privilege and, in the case of clause (iii), by seeking relief from such order of the Bankruptcy Court to the extent reasonably requested by Buyer), (B) result in the disclosure of any trade secrets of third parties or (C) violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (ifso long as, with respect to confidentiality, to the extent specifically requested by Buyer, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for not conduct any environmental sampling without the prior written consent of Seller, which consent may be withheld in Seller’s reasonable out discretion. All requests made pursuant to this Section 5.1(a) shall be directed to an executive officer of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request Person or Persons as may be designated by or on behalf of BuyerSeller. All information received by Buyer or its representatives pursuant to this Section 6.1 shall 5.1(a) shall, prior to the Closing, be governed by the terms of the Seller Confidentiality Agreement. No information or knowledge obtained in any investigation by Buyer pursuant to this Section 5.1(a) shall affect or be deemed to modify any representation or warranty made by Seller hereunder.

Access and Information. (a) From the date of this Agreement until the Closing, Upon reasonable prior notice and subject to any applicable LawsApplicable Law, Seller the Company shall, and shall cause the Company Subsidiaries to, afford Buyer to Parent and its financial advisors, legal counsel, financing sources, accountants or other advisors, agents or authorized representatives (collectively, “Representatives”) reasonable access, access during regular normal business hours and upon reasonable advance written noticewithout undue disruption of the normal business activities of the Company and the Company Subsidiaries, during the period prior to the earlier of the Effective Time and the termination of this Agreement, to all of its or their respective books, records, properties, premises and personnel and all of its or their other financial, operating and other data and information as Parent may reasonably request; provided that (a) the Assigned Contracts, the Transferred Books and Records Company and the officers of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, Company Subsidiaries shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have be obligated to provide access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) result in the reasonable judgment loss of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal attorney-client privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information (provided that the Company shall use commercially reasonable efforts to allow such access or disclosure in a manner that does not result in loss or waiver of such privilege, including, but not limited to, entering into appropriate common interest or similar agreements on customary terms with Parent), (ii) any information that would result in a breach of an agreement to which the Company or any of the Company Subsidiaries is a party (provided that the Company shall use reasonable efforts to obtain any required consent or waiver of such counterparty to allow such access or disclose such information, and it being further understood failing the receipt of such consent or waiver, shall use commercially reasonable efforts to make appropriate substitute disclosure and/or access arrangements), and (iii) any information that Buyer would violate any Applicable Law, (b) no investigation pursuant to this Section 8.1 shall reimburse Seller promptly for reasonable out affect any representations or warranties made herein or the conditions to the obligations of pocket costs the respective parties to consummate the Merger and expenses incurred the other transactions contemplated by Seller this Agreement and (c) the Company and Company Subsidiaries shall not be required to conduct, or permit Parent or any of its Subsidiaries in complying with Representatives to conduct, any such request by environmental investigation or on behalf sampling of Buyersoil, air, surface water, building material, groundwater or other environmental media relating to any Company Real Property. All information received by Buyer or its representatives pursuant Each party shall continue to this Section 6.1 shall be governed abide by the terms of the confidentiality agreement between CVS Health Corporation and the Company, dated April 21, 2015 (the “Confidentiality Agreement”).

Access and Information. So long as this Agreement remains in effect, the Company will (aand will cause each of its subsidiaries, and each of the accountants, counsel, consultants, officers, directors, employees, agents and representatives (the "Representatives") From of or to any of the date Company and its subsidiaries, to) give LGE and its Representatives, subject to existing confidentiality agreements and to be used only for the purposes of this Agreement until and the Closingtransactions contemplated hereby, full access during reasonable business hours to all of their respective properties, assets, books, contracts, commitments, reports and records relating to the Company and its subsidiaries, excluding such material which is attorney-client privilege or attorney work product, and furnish to them, subject to any applicable Lawsexisting confidentiality agreements and to be used only for the purposes of this Agreement and the transactions contemplated hereby, Seller shall afford Buyer all such documents, records and information with respect to the properties, assets and business of the Company and its representatives reasonable accesssubsidiaries and copies of any work papers relating thereto, during regular business hours and upon reasonable advance written notice, excluding such material which is subject to the Assigned Contracts, the Transferred Books and Records and the officers of the Transferred Businessattorney-client privilege or attorney work product, as Buyer LGE shall from time to time reasonably request in writing and otherwise request. The Company will keep LGE generally informed as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer affairs of the Company and its representatives reasonable accesssubsidiaries. In addition, during regular the Company shall deliver to LGE, not later than the 20th business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating day following the end of each fiscal month prior to the Transferred Books Closing, financial statements for the Company and Records and access to auditors its consolidated subsidiaries as of Seller the end of such fiscal month, together with a certificate of the chief financial officer of the Company demonstrating in reasonable detail that the Company is in compliance with the financial covenants set forth in Section 10(f) of this Agreement. The Company will promptly notify LGE if any information is requested from it or any negotiations or discussions are sought to be initiated with the Company concerning any merger, consolidation, business combination, liquidation, reorganization, sale of its Affiliates and (ii) properties substantial assets, sale of shares of capital stock, purchase of claims or similar transactions involving the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller Company or any of its Subsidiaries with respect to disclosure of information subsidiary or confidentiality or eliminate or reduce the benefit any division of any legal privilege of Seller or any of its Subsidiaries thereof (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality"Alternative Proposal"), provided that Seller shall in good faith use its commercially reasonable efforts and will promptly communicate to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by LGE the terms of the Confidentiality Agreementany proposal or inquiry which it may receive in respect of any Alternative Proposal.

Access and Information. From the date hereof until the earlier of the termination of this Agreement pursuant to its terms or the Closing Date, Seller will, and will cause its Subsidiaries to, (a) From afford to Purchaser and its Representatives reasonable access during Seller’s and its Subsidiaries’ normal business hours to all of Seller’s and its Subsidiaries’ properties (including the Facilities), books, contracts, commitments, reports of examination and records exclusively relating to the Business, the Purchased Assets or the Assumed Liabilities, (b) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Subsidiaries of Seller, the Business, the Purchased Assets or the Assumed Liabilities as Purchaser or any of its Representatives may reasonably request and (c) instruct the Representatives of Seller to cooperate with Purchaser in its investigation of the Business, the Purchased Assets and the Assumed Liabilities (including, in each case under clauses (a), (b) and (c), in connection with a third party audit of Seller’s RIN and LCFS Credit activity); provided, however, that (i) any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the Business or any other businesses of Seller or its Subsidiaries, (ii) without the prior written consent of Seller, Purchaser shall have no right to perform invasive or subsurface investigations of any real property and (iii) Seller shall not be required to disclose any information to Purchaser or its Representatives if such disclosure would, in Seller’s reasonable discretion: (1) cause significant competitive harm to Seller, its Subsidiaries and their respective businesses, including the Business, if the transactions contemplated by this Agreement are not consummated; (2) jeopardize any attorney-client or other privilege or (3) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement until the ClosingAgreement. Purchaser shall, subject to any applicable Lawsand shall cause its Representatives to, Seller shall afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned Contracts, the Transferred Books and Records and the officers of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed abide by the terms of the Confidentiality AgreementAgreement with respect to any access or information provided pursuant to this Section 4.1.

Access and Information. (a) From the date of this Agreement hereof until the ClosingClosing Date, subject to any applicable LawsLaw and subject to any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, upon reasonable prior notice, Seller shall afford Buyer and its representatives Representatives reasonable access, during regular normal business hours and upon reasonable advance written noticehours, to the Assigned Contractsbooks and records, the Transferred Books offices and Records and the officers properties of the Transferred BusinessCompany, furnish to Buyer such additional financial and operational data and other information regarding the Company as Buyer shall may from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant make reasonably available to Buyer the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable accessemployees of the Company, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates whose assistance and (ii) properties of expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Transferred Business to Company into Buyer’s organization following the extent that circumstances arise that could reasonably be expected to result in a material environmental LiabilityClosing; provided, provided however, that Buyer or its representatives, during such access, shall will not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access be entitled to (i) any information that relating to bids received from others in connection with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing be supervised by such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, Persons as may be designated by Seller and (y) be conducted in the reasonable judgment of Seller would violate any obligation of Seller or such a manner so as not to unreasonably interfere with any of its Subsidiaries the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to disclosure of information the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or confidentiality other invasive investigation activities on any property owned, leased or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted used by the rules and regulations Company without the prior written consent of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of BuyerSeller. All requests for information received by Buyer or its representatives made pursuant to this Section 6.1 6.1(a) shall be governed directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreement.

Access and Information. (a) From the date of this Agreement hereof until the ClosingClosing (and, with respect to any Disputed MCE System, until the expiration of the MCE Period), subject to any applicable Laws, Seller shall (i) afford Buyer and its authorized representatives reasonable access, during regular business hours and hours, upon reasonable advance written notice, to the Assigned ContractsEmployees, each Specified Business, the Friendco Business, Assets that will be Transferred Books and Records Assets as of the Closing and the officers Friendco Transferred Assets, (ii) furnish, or cause to be furnished, to Buyer any financial and operating data and other information with respect to each Specified Business or in furtherance of the Transferred Business, Transaction or the Exchange as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant requests, including, subject to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts Section 5.11, by providing to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representativesaccountants sufficient information (A) for the preparation of the pro-forma balance sheet and statements of income, during such accessstockholders’ equity and cash flows for the Parent Business (in each case, shall not conduct any invasive proceduresif requested, assuming the Friendco Transaction and/or the Exchange have occurred) and (B) regarding compliance by Seller and its Affiliates with the requirements of the SOA with respect to the Business, and (iii) instruct the Employees, and its counsel and financial advisors to cooperate with Buyer in its investigation of each Specified Business and the Friendco Business, including sampling of soilinstructing its accountants to give Buyer access to their work papers; provided, groundwaterhowever, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) that, based on advice of Seller’s counsel advises counsel, would (after consultation in good faith with Buyer’s counselA) that sharing such information would reasonably be expected to create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate or waive any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any material legal privilege of (provided, that in such latter event Buyer and Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made shall use commercially reasonable efforts to obtain a waiver regarding the possible cooperate to permit disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation consistent with respect to disclosure the preservation of information or confidentiality or eliminate or reduce the benefit of any such legal privilege), or (zB) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that result in the case disclosure of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out any trade secrets of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality Agreement.third parties or

Access and Information. Subject to Section 6.4 and applicable Law, legal privileges (aincluding, without limitation, attorney client privilege) From and requirements to protect the confidentiality of competitively sensitive information, Seller shall, and shall cause the Company and the Company Subsidiaries to, from the date of this Agreement until the ClosingClosing or earlier termination of this Agreement pursuant to Article IX hereto, subject (A) afford to any applicable Laws, Seller shall afford Buyer and its representatives Representatives access at reasonable access, times during regular normal business hours and upon reasonable advance written notice, to the Assigned Contracts, the Transferred Books and Records and the officers under supervision of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, Seller’s personnel to (i) accountants’ work papers relating the properties of the Company and the Company Subsidiaries and to the Transferred Books and Records thereof and access furnish promptly to auditors Buyer and its Representatives such information concerning the business, properties, contracts, records and personnel of Seller or any of its Affiliates the Business (including financial, marketing, operating and other data and information) as may be requested, from time to time, by Buyer, and (ii) properties management, employees and personnel of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result Business, in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedureseach case of this clause (A), including sampling in connection with the separation and transition of soilthe Business, groundwater, surface water or other media; it being understood the Company and agreed the Company Subsidiaries and actions required for effectuating that in no event shall Buyer have access to and (B) provide all necessary cooperation (i) to contact or communicate with the customers, suppliers or any information that other Person with a material business relationship with Seller, the Company, any Company Subsidiary or the Business and (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (yii) in connection with the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner separation and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations transition of the FCC); provided further that in Business, the case of competitively sensitive information, Seller Company and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information the Company Subsidiaries and it being further understood that Buyer shall reimburse Seller promptly actions required for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyereffectuating that. All information received by Buyer or its representatives requests for access pursuant to this Section 6.1 6.3 shall be governed by made in writing and shall be directed to and coordinated with Xxxxxx X. Xxxxx of Seller (or such person or persons as he may designate in writing to Buyer); provided, that any such access shall be conducted at a reasonable time during ordinary business hours, upon reasonable advance notice to Seller; provided, further, that such access shall not include the terms right to perform any environmental sampling, testing, investigation, assessments or similar work, but such access shall include reasonable access for surveyors to perform on-site survey work in connection with preparing and/or updating any ALTA or land title surveys of any portion of the Confidentiality AgreementCompany Realty (the “Property Access”). Buyer shall, at its sole cost and expense, promptly repair any damage arising from or caused by any Property Access and shall reimburse Seller for any reasonable loss arising from or caused by any Property Access, and restore the assets of the Business, the Company, any Company Subsidiary or such other third-party property to substantially similar condition as existed prior to such Property Access, and shall indemnify, defend and hold harmless Seller and its Affiliates from and against any personal injury or property damage claims, liabilities, judgments or expenses (including reasonable attorneys’ fees) incurred by any of them arising or resulting therefrom. Notwithstanding anything to the contrary contained herein, neither Seller, the Company nor any of the Company Subsidiaries shall be required to disclose to Buyer or its Representatives any information to the extent related to the sale process or Seller’s evaluation thereof, including projections, financial, or other information related thereto, other than projections and financial or other information prepared in the ordinary course of business and not prepared for the sale process.

Access and Information. (a) From the date of this Agreement hereof until the Closing, subject to reasonable rules and regulations of Philips and any applicable Laws, Seller Philips shall (a) afford Buyer Newco and its representatives reasonable (including representatives of entities providing or arranging financing for Newco) access, during regular business hours and upon reasonable advance written notice, to any information and documents reasonably requested by Newco primarily relating to the Assigned Contracts, the Transferred Books and Records and the officers of the Transferred Business, (b) furnish, or cause to be furnished, to Newco any financial and operating data and other information about the Business as Buyer shall Newco from time to time reasonably request in writing requests and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer c) instruct relevant personnel, and its representatives reasonable accesscounsel, during regular business hours accountants and upon reasonable advance written notice, financial advisors to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of cooperate with Newco in its Affiliates and (ii) properties investigation of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental LiabilityBusiness; provided, provided that Buyer or its representativeshowever, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer Newco have access to (i) any information that (xy) Seller’s counsel advises (after consultation in good faith with Buyer’s based on advice of Philips’ counsel) that sharing such information , would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, or would destroy any legal privilege or (yz) in the reasonable judgment of Seller Philips, would (i) result in the disclosure of any trade secrets of third parties or (ii) violate any obligation of Seller Philips, any Affiliate of Philips, including the Company or any of its Subsidiaries Company Subsidiary, with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (ifso long as, with respect to confidentiality, Seller Philips has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer Newco shall reimburse Seller Philips promptly for reasonable out of pocket costs and any expenses incurred by Seller or any of its Subsidiaries it incurs in complying with any such request by or on behalf of BuyerNewco. All requests for information received by Buyer or its representatives made pursuant to this Section 6.1 section shall be governed directed to an executive officer of Philips or such Person or Persons as may be designated by Philips. Following the terms Closing, upon the request of the Confidentiality Agreementother Party, Philips and Newco shall, to the extent permitted by Law and confidentiality obligations existing as of the Closing Date, grant to the other Party and its representatives during regular business hours and subject to reasonable rules and regulations of the granting Party, the right, at the expense of the non-granting Party, to inspect and copy the books, records and other documents in the granting Party’s possession pertaining to the operation of the Business prior to the Closing (including books of account, records, files, invoices, correspondence and memoranda, customer and supplier lists, data, specifications, insurance policies, operating history information and inventory records). In no event shall either Party have access to the Tax Returns of the other Party.

Access and Information. (a) From the date of this Agreement until the ClosingClosing or earlier termination of this Agreement in accordance with Section 9.1, and except as determined by Sellers in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable Lawsprivileges (including the attorney-client privilege), Seller Sellers shall afford permit Buyer and its representatives to have reasonable access, during regular business hours and upon reasonable advance written notice, to (i) the Assigned Contractsoffices, the Transferred Books and Records facilities, properties and the officers financial, accounting and other books and records of Sellers and the Transferred BusinessAcquired Companies relating to the Business (provided such access does not permit “Phase II” or other environmental sampling, testing or investigations) and (ii) the appropriate management personnel of Sellers and the Acquired Companies. Without limiting the foregoing, Sellers shall furnish to Buyer and its representatives such additional financial and operating data and other information regarding the Business as Buyer shall may from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use for purposes of conducting its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties due diligence review of the Transferred Business, preparing to operate the Business following the Closing and in connection with the consummation of the transactions contemplated hereby. It is understood that Sellers shall be under no obligation to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that grant Buyer or its representativesrepresentatives any access if such access would, during under the circumstances and in the sole discretion of Sellers, unreasonably interfere with Sellers’ or their respective Affiliates’ operations, activities or employees, or if such accessaccess would, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would Sellers, violate applicable antitrust or similar Laws. With respect to any obligation of Seller Persons with which any Seller, any Acquired Company or the Satair JV has a direct or indirect contractual relationship, and any of its Subsidiaries Governmental Authorities with jurisdiction over or that regulates any Sellers, any Acquired Company the Satair JV or the Business, Buyer shall not make any independent inquiry with respect to disclosure of information or confidentiality or eliminate or reduce any Seller, any Acquired Company, the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilegeSatair JV, or (z) that constitutes Customer Proprietary Network Information (other than as permitted the Business without Sellers’ prior written consent and, to the extent Sellers consent thereto, all such inquiries shall be conducted by the rules and regulations of the FCC); provided further that Sellers in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect response to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such a request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality Agreement.

Access and Information. (a) From the date of this Agreement until the Closing, subject to any applicable Laws, Seller shall afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned ContractsTransferred Business, including the Transferred Books and Records and the officers of the Transferred BusinessRecords, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other mediawriting; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of destroy any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable best efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of destroy any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC)) or (ii) accountants’ work papers; and it being further understood that Buyer shall reimburse Seller promptly for reasonable out-of-pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer; provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyerinformation. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality Agreement.

Access and Information. (a) From the date of this Agreement until the ClosingClosing or earlier termination of this Agreement in accordance with Section 9.1, and except as determined by Seller in good faith to be prohibited by any applicable Laws and subject to any applicable Lawsprivileges (including the attorney-client privilege) and contractual confidentiality obligations, (i) Seller shall afford permit Buyer and its representatives to have reasonable access, during regular business hours and upon reasonable advance written notice, to (x) the Assigned Contractsoffices, facilities, properties and the financial, accounting and other books and records of Seller, the Transferred Books Acquired Companies and Records Selling Subsidiaries relating to the Business (provided such access does not permit “Phase II” or other invasive or destructive environmental sampling, testing or investigations) and (y) the appropriate management personnel of Seller, the Acquired Companies and the officers of Selling Subsidiaries and (ii) Seller shall furnish, or cause to be furnished, to Buyer any financial and operating data and other information that is available with respect to the Transferred Business, Business as Buyer shall from time to time reasonably request in writing for the purpose of verifying the accuracy of the representations and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement)warranties of Seller hereunder. It is further understood that Seller shall use its reasonable best efforts be under no obligation to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that grant Buyer or its representativesrepresentatives any access if such access would, during such accessunder the circumstances, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) unreasonably interfere with Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing or its Affiliates’ operations, activities or employees, or if such information would create any potential Liability under applicable Lawsaccess would, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would after conferring with Buyer, violate applicable antitrust or similar laws. With respect to any obligation of Seller Persons with which Seller, any Selling Subsidiary, any Acquired Company or any of its Subsidiaries Joint Venture has a direct or indirect contractual relationship, and any Governmental Authorities with jurisdiction over or that regulates Seller, any Selling Subsidiary, any Acquired Company, any Joint Venture or the Business, Buyer shall not make any independent inquiry with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of Seller, any legal privilege of Seller or Selling Subsidiary, any of its Subsidiaries (ifAcquired Company, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilegeJoint Venture, or the Business without Seller’s prior written consent (znot to be unreasonably withheld) that constitutes Customer Proprietary Network Information (other than as permitted by and, to the rules and regulations of the FCC); provided further that in the case of competitively sensitive informationextent Seller consents thereto, Seller and Buyer all such inquiries shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred be conducted by Seller or any of its Subsidiaries in complying with any such response to a request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality Agreement.

Access and Information. Upon reasonable prior notice and subject to Applicable Law, each of the Company and Parent shall, and shall respectively cause their respective Subsidiaries to, afford to the other party and its financial advisors, legal counsel, financing sources, accountant or other advisor, agent or authorized representative (collectively, “Representatives”) reasonable access during normal business hours and without undue disruption of normal business activity throughout the period prior to the Effective Time to all of its books, records, properties, premises and personnel and, during such period, shall furnish, and shall cause to be furnished, as promptly as reasonably practicable to the other party, (a) From the date a copy of this Agreement until the Closingeach report, subject to any applicable Laws, Seller shall afford Buyer schedule and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned Contracts, the Transferred Books and Records and the officers of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller other document filed or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; received by it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect pursuant to disclosure the requirements of information the federal securities laws or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (ifa Governmental Entity, except, with respect to confidentialityexamination reports, Seller has made commercially reasonable efforts as may be restricted by Applicable Law and (b) all other information as the other party reasonably may request; provided, that (i) the Company and Parent (and their respective Subsidiaries) shall not be obligated to obtain a waiver regarding disclose more than ten (10) Business Days prior to the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate estimated Closing Date (A) any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures (B) any information that in the reasonable Judgment of the Company or Parent, as the case may be, would result in the loss of attorney-client privilege with respect to such information and it being further understood or (C) any information that Buyer shall reimburse Seller promptly for reasonable out would result in a breach of pocket costs and expenses incurred by Seller an agreement to which the Company or Parent (or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives their respective Subsidiaries) is a party and (ii) no investigation pursuant to this Section 6.1 8.1 shall be governed affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. If either party intends to rely on Section 8.1(b)(i) to withhold information from the other party, such party shall advise the other party as to such intention and shall provide the other party with a sufficient summary of the withheld information in order for the other party to evaluate the basis of the non-disclosure. Each party shall continue to abide by the terms of the Confidentiality Agreement between Parent and the Company, dated February 17, 2006, as amended (the “Confidentiality Agreement”).

Access and Information. (a) From Subject to the restrictions set forth in Section 5.6 respecting confidentiality and provided that Buyer has complied with each and every provision thereof, Seller shall, and shall cause the Subsidiaries to, afford Buyer, and the counsel, accountants and other representatives of Buyer, reasonable access, throughout the period from the date of this Agreement until hereof to the Closing, subject to any applicable Lawsthe Transferred Assets and the employees, Seller personnel and medical staff associated therewith and all the properties, books, contracts, commitments, cost reports and records respecting the Transferred Assets (regardless of where such information may be located). Such access shall afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance be afforded after no less than 24 hours' prior written notice, during normal business hours whenever reasonably possible and only in such manner so as not to disturb patient care or to interfere with the normal operations of the Facilities; provided, however, that, notwithstanding the foregoing and subject to the Assigned Contractsprovisions concerning nondisclosure set forth in Section 5.6, without first obtaining the Transferred Books and Records and the officers written consent of the Transferred BusinessExecutive Vice President, Chief Financial Officer and Treasurer of HEALTHSOUTH or the Senior Vice President and Corporate Counsel of HEALTHSOUTH, which consent shall not be unreasonably withheld, neither Buyer nor its counsel, accountants and other representatives shall tour or visit the Facilities or contact any of the employees, personnel or medical staff thereof; and provided further that until the first to occur of November 3, 1998 or the Closing, under no circumstances shall Buyer solicit the employment of any employees of Seller or its Subsidiaries, except as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including Hired Employees pursuant to the Cutover Plan Support Agreement)terms hereof or except as may be permitted with the prior written consent of a responsible officer of Seller. Seller Seller's covenants under this Section are made with the understanding that Buyer shall use its reasonable best efforts to afford all such information in compliance with all Laws. Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and shall not have access to auditors of Seller patient or employee records or any other records the disclosure of its Affiliates and which would be prohibited by any Law, accreditation standards, or rule or agreement (iiexpress or implied) properties of the Transferred Business confidentiality, except that Buyer may be granted access to such records to the extent that circumstances arise that could reasonably they are appropriately redacted and in conformity with such other reasonable procedures as may be expected required to result in a material environmental Liabilityconform to any such requirements of Law, provided that Buyer accreditation standards or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water rule or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation agreement of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality Agreement.

Access and Information. (a) From Upon reasonable prior notice and subject to applicable Law, from the date hereof until the earlier to occur of the termination of this Agreement until in accordance with its terms and the ClosingEffective Time, subject the Company shall, and shall cause the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries to, afford to any applicable Laws, Seller shall afford Buyer Gannett and its representatives Representatives reasonable access, access during regular normal business hours and upon reasonable advance written noticewithout undue disruption of normal business activity, during the period prior to the Assigned Contracts, earlier of the Transferred Books and Records Effective Time and the officers termination of this Agreement to all of its books, records, properties, premises and personnel and all other financial, operating and other data and information regarding the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller Company or any of its Affiliates the Company Subsidiaries as Gannett may reasonably request. Notwithstanding the foregoing, the Company and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, Company Subsidiaries shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have be obligated to provide access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Lawsthat, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller the Company, (a) would violate any obligation result in the loss of Seller or any of its Subsidiaries attorney-client privilege with respect to disclosure of such information or confidentiality or eliminate or reduce (provided, that the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller Company shall in good faith use its commercially reasonable efforts to provide allow for such information access or disclosure in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce jeopardize the benefit attorney-client privilege), (b) would result in a breach of any such legal privilegeContract to which the Company or any of the Company Subsidiaries is a party (except for Contracts that must be disclosed for the Company to comply with its obligations hereunder), or (zc) the disclosure of which, after the Company’s consultation with counsel, would violate any applicable Law; provided, that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer Company shall agree upon mutually acceptable “clean team” procedures with respect provide access to such information and it being further understood to the maximum extent that Buyer disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall reimburse Seller promptly for use reasonable out efforts to obtain a waiver in respect of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyerinformation subject to clause (b). All information received by Buyer or its representatives provided pursuant to this Section 6.1 shall be governed by subject to the terms of the Confidentiality letter agreement between Gannett and the Company, dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and in connection with any Legal Proceeding in respect of this Agreement, the Restructuring Agreements or the transactions contemplated hereby or thereby, (ii) permit disclosure of Company Evaluation Materials in compliance with Section 6.6, (iii) delete clauses (i) and (ii) of the first paragraph of page 3 and the carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein, rights of the respective parties hereunder or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to conduct or review, as applicable.

Access and Information. (a) From Between the date hereof and the earlier of the Closing or the termination of this Agreement until the Closingin accordance with ARTICLE IX hereof, subject to compliance with applicable Law and compliance with restrictions under the Confidentiality Agreements and any applicable Lawsother binding non-disclosure or confidentiality agreement, Seller shall afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned Contracts, the Transferred Books and Records and the officers of the Transferred Business, except as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality materials protected by attorney client, attorney work product or eliminate other legally recognized privileges or reduce immunity from disclosure (provided, however, that the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller Company shall in good faith use its commercially reasonable efforts to provide such information allow for access or disclosure in a manner and form that would does not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit result in a breach of any such legal privilegeagreement or a loss of attorney-client privilege or other immunity from disclosure, including by the provision of appropriate substitute disclosure arrangements), the Company shall, and shall cause its Subsidiaries and their respective officers, directors, employees, counsel, accountants, representatives and other agents (collectively, “Agents”) to, upon reasonable advance notice from the Purchaser and subject to reasonable coordination between Purchaser and the Company as to the timing and nature of such access (which such notice and coordination should be to and with the Company’s Chief Executive Officer, Chief Financial Officer or such other person as the Company may designate in writing from time to time), provide the Purchaser and its Agents reasonable access, during normal business hours, without interfering with the operation of the business of the Company or its Subsidiaries, to the premises, employees (zincluding executive officers), properties (including, for the purposes of conducting non-subsurface environmental assessments), contracts, books, records and other information (including Tax Returns filed and those in preparation) of the Company and its Subsidiaries and shall cause the Company’s and its Subsidiaries’ officers to furnish to and discuss with the Purchaser and its Agents, such financial, business, technical and operating data and other information pertaining to the Company and its Subsidiaries as Purchaser may reasonably request, subject to compliance with applicable Law, including the HSR Act. Notwithstanding anything to the contrary herein, in the event that constitutes Customer Proprietary Network Information the Purchaser and its Agents desire to initiate contact or communicate with any of the Special Affiliates, any of the employees (other than as permitted by the rules and regulations [*]), vendors or payors of the FCC); provided further that in Company or its Subsidiaries, or with any other Person with a material business relationship with the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller Company or any of its Subsidiaries the Subsidiaries, and such contact or communication directly or indirectly relates to or is in complying connection with any such request by the Merger or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 the transactions contemplated hereby, the Purchaser shall be governed by first consult with and obtain the terms written consent of the Confidentiality AgreementCompany.

Access and Information. For a period of five (a5) From years from the date of this Agreement until Closing Date, the ClosingBuyer will afford to the Sellers and their Representatives (as hereinafter defined), subject to any applicable Laws, Seller shall afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to notice at reasonable times and in the Assigned Contracts, the Transferred Books and Records and the officers presence of an authorized representative of the Transferred BusinessBuyer, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any all of the documentation making up the Loan files, including all material documents related thereto (collectively, the “Loan Files”) and all documentation and information that may be created or placed in the Loan Files after the Closing Date, with a right to copy at Xxxxx Fargo Guam’s or Xxxxx Fargo Saipan’s expense, as the case may be, (xii) Sellera complete transaction history for the Loans, including all payment and collection information, from the Transfer Date, with a right to copy at Xxxxx Fargo Guam’s counsel advises or Xxxxx Fargo Saipan’s expense, as the case may be, and (after consultation in good faith with iii) the Buyer’s counsel) that sharing premises, employees and auditors if such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in access is reasonably deemed necessary by either of the reasonable judgment of Seller would violate any obligation of Seller Sellers or any of its Subsidiaries their parents or affiliates in connection with respect tax, regulatory, litigation, contractual or other non-competitive matters reasonably related to disclosure the Loans or the conduct of either of the Seller’s business prior to the Closing. Access to documentation and information in the Loan Files that is created or confidentiality or eliminate or reduce placed therein after the benefit of any legal privilege of Closing Date shall, if requested by the Buyer, be provided by the Buyer upon execution by the relevant Seller or Sellers of an agreement to protect the confidentiality of such documentation and information in form and content mutually acceptable to such Seller or Sellers and the Buyer. The Buyer will preserve and keep the Loan Files for a period of at least seven (7) years from the Transfer Date. Following such time, if the Buyer wishes to destroy any Loan Files, then it will give 60 days’ prior written notice of such planned destruction to each of the Sellers, and, either Seller shall have the right at its Subsidiaries (ifoption and expense to take possession of such Loan Files within such 60-day period. For the purposes of this Agreement, the terms “Representatives” means, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third any party to whom it owes an obligation of confidentiality)this Agreement, provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner party’s directors, officers, members, managers, affiliates, employees, attorneys, accountants, lenders, consultants, independent contractors and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality Agreementagents.

Access and Information. (a) From Subject to the date of this Agreement until the Closing, restrictions contained in confidentiality agreements to which such party is subject and subject to any applicable LawsSection 6.1(b), Seller upon reasonable notice, each of Company and Merger Partner shall afford Buyer (and shall cause each of their respective Subsidiaries (as defined below) to) give to the other and to the respective accountants, counsel and other representatives of such other party reasonable access during normal business hours throughout the period prior to the Effective Time to all of its and its Subsidiaries' properties, books, contracts, commitments and records (including tax returns and insurance policies) and shall permit them to consult with its and its Subsidiaries' respective officers, employees, auditors, actuaries, attorneys and agents; provided, however, that any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the other party or its Subsidiaries. In addition, Company shall cause Spinco to provide to Merger Partner and to Merger Partner's accountants, counsel and other representatives reasonable access, access during regular normal business hours and upon reasonable advance written notice, throughout the period prior to the Assigned Contracts, the Transferred Books and Records and the officers of the Transferred Business, as Buyer shall from time Effective Time to time reasonably request all records in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers Spinco's possession relating to the Transferred Books business and Records and access to auditors of Seller or any of its Affiliates and (ii) properties operations of the Transferred Business Company Subsidiaries; provided, however that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer business or operations of Spinco or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyersubsidiaries. All confidential information received by Buyer or its representatives provided pursuant to this Section 6.1 shall will be governed by the terms of subject to the Confidentiality Agreement dated as of October 28, 1996 and the Confidentiality Agreement dated as of December 17, 1996 (the "Confidentiality Agreements"), in each case between Company and Merger Partner. Notwithstanding the foregoing, no party shall have access to information or documents subject to the attorney/client privilege to the extent that providing such access would, in the opinion of counsel to Company or Merger Partner, as the case may be, constitute a waiver of such privilege. As used in this Agreement., the term "

Access and Information. (a) From the date of this Agreement until hereof through the Closing, subject Seller shall, and Gasco shall cause Seller to, afford to any applicable Laws, Seller shall afford Buyer and its representatives authorized Representatives reasonable access, during regular normal business hours and upon reasonable advance written noticein such manner as not to unreasonably interfere with normal operation of the business, to the Assigned Contractsproperties, books, contracts, records and appropriate management and employees of Seller related to the Transferred Books Assets, and Records shall furnish such authorized Representatives with all financial and operating data and other information concerning the officers of the Transferred Business, Assets as Buyer shall from time to time and such Representatives may reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liabilityrequest, provided that Buyer and its authorized Representatives will not request information, or its representativesotherwise contact, any officer director or employee of Seller without arranging such contact with Xxxx Xxxxx, Xxxxx’x Executive Vice President and Chief Financial Officer, or Xxxxx Xxxxx, Gasco’s Manager of Land and Regulatory Affairs. Seller shall have the right to have a Representative present at all times during any such accessinspections, interviews and examinations. Additionally, to the extent required by Section 5.4, Buyer shall not conduct any invasive procedureshold in confidence all such information obtained from the Seller Parties. Notwithstanding the foregoing, including sampling Buyer shall have no right of soilaccess to, groundwaterand Seller shall have no obligation to provide to Buyer, surface water or other media; it being understood and agreed that in no event shall Buyer have access information relating to (ia) bids received from others in connection with the transactions contemplated by this Agreement (or similar transactions) and information and analyses (including financial analyses) relating to such bids; (b) any information (other than information relating to the EPA Enforcement Action) the disclosure of which would jeopardize any privilege available to Seller relating to such information or that would cause Seller to breach a confidentiality obligation; or (c) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller Parties are legally prohibited from supplying or any of its Subsidiaries with respect to the disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information which would result in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure violation of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality AgreementLaw.

Access and Information. Subject to the provisions of Section 7.03, Section 17.15 and Section 10.03(f) of Schedule 10.01 and upon reasonable notice, Seller shall grant, or cause to be granted, to Buyer and its Representatives access during normal business hours throughout the Interim Period to the Refinery Books and Records (a) From the date of this Agreement until the Closing, subject to any confidentiality agreements, applicable Lawslegal restrictions (including employee consents) and any applicable legal privileges). Subject to the provisions of Section 10.03(e) and Section 10.03(f) of Schedule 10.01, during the Interim Period, Seller shall afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned Contracts, the Transferred Books and Records and the officers of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain furnish, or cause to be furnished, to Buyer and its Representatives data and information concerning the Assets and the Operations that may reasonably be requested by Buyer for the purposes of business separation or other transition related activities. Notwithstanding the preceding sentences to the contrary, nothing in this Agreement shall be construed to permit Buyer or its Representatives to have access to, and the Refinery Books and Records shall not include, any files, records, contracts or documents of the Seller Companies or their respective Affiliates relating to (a) a waiver regarding Seller Company’s or its Affiliate’s inter-company or intra-company feedstock and product pricing information, internal transfer prices, hedging activity records and hydrocarbon inventory valuation procedures and records; (b) the possible negotiation or execution of this Agreement; (c) any information the disclosure from of which would result in a violation of Applicable Law; or (d) any information the third party disclosure of which would jeopardize any privilege available to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use or its commercially reasonable efforts Affiliates relating to provide such information in or would cause Seller or its Affiliates to breach a manner and form that would not reasonably be expected material confidentiality obligation or other material contractual obligation to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilegeThird Party; provided, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that that, in the case of competitively sensitive informationsubsection (d), in the event Seller determines that the provision of any requested access to Buyer would cause Seller or its Affiliates to breach a material confidentiality obligation or other material contractual obligation to any Third Party, Seller and will take all reasonable steps within its control to obtain the requisite waivers or other relief from such obligations in order to provide Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality Agreementrequested access.

Access and Information. (a) From Prior to the Closing, (i) the Sellers shall provide to Buyer and its representatives after the date of this Agreement until any material information and documents reasonably requested by Buyer relating to the ClosingSellers and their respective businesses, subject to any applicable Lawsoperations, Seller affairs, properties, employees and books and records, and (ii) the Sellers shall afford permit Buyer and its representatives to have reasonable access, during regular business hours and upon access at reasonable advance written notice, times to the Assigned Contractspersonnel, the Transferred Books properties, Tax Returns and Records books and the officers records of the Transferred BusinessSellers; provided, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford however, that Buyer and its representatives shall cooperate with the Sellers and their representatives and shall use commercially reasonable accessefforts to minimize any disruption to their respective businesses. Buyer shall restore, during regular business hours and upon reasonable advance written noticeat Buyer’s sole expense, to (i) accountants’ work papers relating any real or personal properties or assets affected by any investigation or inspection hereunder to the Transferred Books and Records and access same condition as prior to auditors such investigation or inspection. Buyer shall indemnify the Sellers for any losses, liabilities, damages, fees, costs or expenses incurred by the Sellers arising out of Seller any inspection or any investigation hereunder (except with respect to the discovery of its Affiliates and (ii) properties of Hazardous Substances in the Transferred Business soil or groundwater at the property, for which Buyer shall have no liability except to the extent that circumstances arise it exacerbates any pre-existing conditions or to the extent that could reasonably be expected it breaches the confidentiality provisions discussed in the next sentence), and such indemnification right shall survive the expiration or termination of this Agreement. Buyer shall provide to result in a material environmental Liabilitythe Sellers, provided that Buyer or its representativesif requested by the Sellers, during such accesscopies of any surveys, shall not conduct reports, results, data and materials derived from any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) investigations or inspections hereunder; provided, however, that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure any environmental testing and investigation, Buyer shall not disclose the results of such testing or investigation, including any drilling, boring or other invasive testing information and results, unless, and only unless, the Sellers shall request such information or confidentiality results, in which case Buyer shall deliver, or eliminate shall cause its agents or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (ifrepresentatives to deliver, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of requested information or confidentiality results to Seller’s designated attorney, upon payment of one-half of Buyer’s expenses of obtaining such requested information or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted results by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality AgreementSellers.

Access and Information. (a) From Upon reasonable advance notice, Seller shall, and shall cause its Affiliates to, give to Parent, Buyer and their officers, employees, accountants, counsel and other representatives reasonable access (including for the date purpose of this Agreement until inspection and copying) during Seller's or the Closingapplicable Affiliate's normal business hours prior to the Closing to the Real Property, Purchased Assets, Business Records and Business Employees and to all of Seller's or the applicable Affiliate's properties, books, contracts, commitments, reports of examination and records (excluding confidential portions of personnel and medical records) directly relating to the Business, the Purchased Assets or the Assumed Liabilities (but excluding the Excluded Assets and Excluded Liabilities and subject to any limitations that are reasonably required to preserve any applicable Laws, Seller shall afford attorney-client privilege or Third-Party confidentiality obligation) for the purpose of allowing Parent and Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned Contracts, the Transferred Books and Records and the officers of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to observe Seller's year end audit, including an audit of the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and physical Inventory, (ii) properties conduct appraisals of the Purchased Assets and (iii) conduct environmental due diligence. Seller shall, and shall cause its Affiliates to, assist Parent and Buyer, at Parent's and Buyer's expense, in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to Parent and Buyer for such purposes. In conducting any inspections, sampling, investigations or tests of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result Premises or Leased Premises or in a material environmental Liabilityinstalling any temporary monitoring wells or equipment thereon, provided that Parent, Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to their agents anx xxpresentatives shall: (i) not interfere in any information that material respect with the operation and maintenance of the Transferred Premises and Leased Premises; (xii) Seller’s counsel advises not damage in any material respect any part of the Transferred Premises and Leased Premises or any personal property owned or held by any Third Party; (after consultation in good faith iii) comply with Buyer’s counsel) that sharing such information would create any potential Liability under all applicable Laws, including U.S. Antitrust Laws, ; (yiv) in the reasonable judgment of Seller would violate any obligation of Seller or any promptly pay when due all of its Subsidiaries with respect to disclosure costs of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (ifall tests, with respect to confidentialityinvestigations, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request examinations performed by or on behalf of Buyer. All information received Parent and Buyer with regard to the Transferred Premises and Leased Premises; (vi) not permit any Encumbrances to attach to the Transferred Premises or Leased Premises by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms reason of the Confidentiality Agreementexercise of its rights hereunder; (vii) repair any damage to the Transferred Premises and Leased Premises resulting directly or indirectly from any such inspection or tests; (viii) carry insurance reasonably requested by Seller, name Seller as an additional insured thereunder, and provide Seller with copies of such insurance; (ix) not reveal or disclose prior to Closing any information obtained concerning the Transferred Premises and Leased Premises to any Third Parties, except as reasonably necessary to effectuate the Closing or except as may be otherwise required by applicable Law; and (x) not take subsurface soil or groundwater samples in the vicinity of the Designated Remedial Action without Seller's consent (which consent shall not be unreasonably withheld or delayed).

Access and Information. (a) From the date of this Agreement until Execution Date through the ClosingClosing Date, subject to any applicable Lawsthe Purchaser shall be entitled, Seller shall afford Buyer through its officers, employees, consultants and Representatives (including, without limitation, its representatives reasonable access, during regular business hours legal advisors and upon reasonable advance written noticeaccountants), to make such investigation of the Assigned Contractsproperties, businesses and operations of the Business, including the conduct of environmental assessments of the Real Property and title checks, and such examination of the books and records of the Business, the Transferred Books Purchased Assets and the Assumed Liabilities as it reasonably requests and to make extracts and copies of such books and records. From the Execution Date through the Closing Date, the Sellers shall also provide the Purchaser with unrestricted 24/7 access to the Purchased Assets and the Seller’s Records and the officers of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its their commercially reasonable efforts to provide such information in the Purchaser with access to all vendors, services providers, consultants, pumpers, purchasers of productions, gatherers, processors, lessors, landowners and other Persons with whom the Seller Entities have a manner and form that would not reasonably be expected to violate any such obligation commercial relationship with respect to disclosure the Purchased Assets. With respect to Purchased Assets operated by third parties, any access shall be subject to the consent of information such third party operators, which consent Seller shall use commercially reasonable efforts to obtain. The Sellers shall direct and use their commercially reasonable efforts to cause the other Seller Entities and their respective officers, employees, consultants, agents, accountants, attorneys and other Representatives to cooperate with the Purchaser and the Purchaser’s Representatives in connection with such access, investigation and examination. No investigation by the Purchaser or confidentiality its Representatives prior to or eliminate after the Execution Date shall affect or reduce be deemed to modify any of the benefit representations, warranties, covenants or agreements of the Sellers contained in this Agreement. From the Execution Date through the Closing Date, the Sellers shall promptly deliver or make available to the Purchaser all material pleadings, motions, notices, statements, schedules, applications, reports and other papers filed in any other judicial or administrative proceeding related to the Business, the Purchased Assets and the transactions contemplated by this Agreement. It is understood that if a third-party operator, and not any Seller or Affiliate of any Seller, controls access to any of the Real Property or other property that constitute Purchased Assets, the Sellers shall use all commercially reasonable efforts to cause such legal privilegeoperator(s) to permit the Purchaser to have access to such Purchased Assets. From and after the Execution Date, or (z) that constitutes Customer Proprietary Network Information (other than as permitted the Seller’s shall also use their commercially reasonable efforts to assist the Purchaser in transitioning the field and back office operations of the Purchased Assets by the rules and regulations of Sellers to the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality AgreementPurchaser at Closing.

Access and Information. (a) From the date of this Agreement Execution Date until the Closing, subject to any limitations imposed by the Bankruptcy Code or the Bankruptcy Court and any applicable LawsLaws (including COVID-19 Measures), Seller Sellers shall (i) afford Buyer and its Representatives (including representatives of entities providing or arranging financing for Buyer) reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned Contractspremises, the Transferred Books assets, management-level and Records other key Employees, facilities, properties, Contracts and the officers books and records of the Transferred Business, (ii) furnish, or cause to be furnished, to Buyer any financial and operating data and other information that is available with respect to the Business as Buyer shall from time to time reasonably request requests and (iii) instruct the Employees, and their counsel and financial advisors to cooperate with Buyer in writing and otherwise as mutually agreed (its investigation of the Business, including pursuant instructing their accountants to give Buyer reasonable access to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liabilitypapers; provided, provided that Buyer or its representativeshowever, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Sellerthat, based on advice of Seller Parent’s counsel advises (after consultation in good faith with Buyer’s outside counsel) that sharing such information , would be reasonably likely to create any potential Liability under applicable Laws, including U.S. Antitrust antitrust, competition and merger control Laws, (y) in the reasonable judgment of Seller or would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of destroy any legal privilege or result in the disclosure of Seller or any trade secrets of its Subsidiaries (ifthird parties in violation of Law. Notwithstanding the foregoing, with respect to confidentiality, Seller has made Sellers shall use commercially reasonable efforts from and after the Execution Date until the Closing Date or the termination of this Agreement in accordance with its terms to obtain a waiver regarding the possible make appropriate substitute arrangements to permit disclosure from the third party not in violation of such privilege or applicable Law (including COVID-19 Measures). All requests for information made pursuant to whom it owes this Section 6.1(a) shall be directed to an obligation executive officer of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide Parent or such information in a manner and form that would not reasonably Person or Persons as may be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred designated by Seller or any of its Subsidiaries in complying with any such request by or on behalf of BuyerParent. All information received by Buyer or its representatives pursuant to this Section 6.1 6.1(a) shall be governed by the terms of the Confidentiality Agreement.

Access and Information. (a) From the date of this Agreement hereof until the ClosingClosing (and, with respect to any Disputed MCE System, until the expiration of the MCE Period), subject to any applicable Laws, Seller shall (i) afford Buyer and its authorized representatives reasonable access, during regular business hours and hours, upon reasonable advance written notice, to the Assigned ContractsEmployees, each Specified Business, the Friendco Business, Assets that will be Transferred Books and Records Assets as of the Closing and the officers Friendco Transferred Assets, (ii) furnish, or cause to be furnished, to Buyer any financial and operating data and other information with respect to each Specified Business or in furtherance of the Transferred Business, Transaction or the Exchange as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant requests, including, subject to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts Section 5.11, by providing to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representativesaccountants sufficient information (A) for the preparation of the pro-forma balance sheet and statements of income, during such accessstockholders' equity and cash flows for the Parent Business (in each case, shall not conduct any invasive proceduresif requested, assuming the Friendco Transaction and/or the Exchange have occurred) and (B) regarding compliance by Seller and its Affiliates with the requirements of the SOA with respect to the Business, and (iii) instruct the Employees, and its counsel and financial advisors to cooperate with Buyer in its investigation of each Specified Business and the Friendco Business, including sampling of soilinstructing its accountants to give Buyer access to their work papers; provided, groundwaterhowever, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that that, based on advice of Seller's counsel, would (xA) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would reasonably be expected to create any potential Liability under applicable Laws, including U.S. Antitrust Laws, or waive any material legal privilege (yprovided, 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), (B) result in the reasonable judgment disclosure of Seller would any trade secrets of third parties or (C) violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (ifso long as, with respect to confidentiality, to the extent specifically requested by Buyer, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for not conduct any environmental sampling without the prior written consent of Seller, which consent may be withheld in Seller's reasonable out discretion. All requests made pursuant to this Section 5.1(a) shall be directed to an executive officer of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request Person or Persons as may be designated by or on behalf of BuyerSeller. All information received by Buyer or its representatives pursuant to this Section 6.1 shall 5.1(a) shall, prior to the Closing, be governed by the terms of the Seller Confidentiality Agreement. No information or knowledge obtained in any investigation by Buyer pursuant to this Section 5.1(a) shall affect or be deemed to modify any representation or warranty made by Seller hereunder.

Access and Information. So long as this Agreement remains in ---------------------- effect, the Company will (aand will cause each of its subsidiaries, and each of the accountants, counsel, consultants, officers, directors, employees, agents and representatives (the "Representatives") From of or to any of the date Company and its subsidiaries, to) give LGE and its Representatives, subject to existing confidentiality agreements and to be used only for the purposes of this Agreement until and the Closingtransactions contemplated hereby, full access during reasonable business hours to all of their respective properties, assets, books, contracts, commitments, reports, records, accountants and accountant's work papers relating to the Company and its subsidiaries, excluding such material which is attorney-client privilege or attorney work product, and furnish to them, subject to any applicable Lawsexisting confidentiality agreements and to be used only for the purposes of this Agreement and the transactions contemplated hereby, Seller shall afford Buyer all such documents, records and information with respect to the properties, assets and business of the Company and its representatives reasonable accesssubsidiaries and copies of any work papers relating thereto, during regular business hours and upon reasonable advance written notice, excluding such material which is subject to the Assigned Contracts, the Transferred Books and Records and the officers of the Transferred Businessattorney-client privilege or attorney work product, as Buyer LGE shall from time to time reasonably request in writing and otherwise request. The Company will keep LGE generally informed as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer affairs of the Company and its representatives reasonable accesssubsidiaries. In addition, during regular the Company shall deliver to LGE, not later than the 20th business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating day following the end of each fiscal month prior to the Transferred Books Closing, financial statements for the Company and Records and access to auditors its consolidated subsidiaries as of Seller the end of such fiscal month, together with a certificate of the chief financial officer of the Company demonstrating in reasonable detail that the Company is in compliance with the financial covenants set forth in Section 10(f) of this Agreement. The Company will promptly notify LGE if any information is requested from it or any negotiations or discussions are sought to be initiated with the Company concerning any merger, consolidation, business combination, liquidation, reorganization, sale of its Affiliates and (ii) properties substantial assets, sale of shares of capital stock, purchase of claims or similar transactions involving the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller Company or any of its Subsidiaries with respect to disclosure of information subsidiary or confidentiality or eliminate or reduce the benefit any division of any legal privilege of Seller or any of its Subsidiaries thereof (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality"Alternative Proposal"), provided that Seller shall in good faith use its commercially reasonable efforts and will promptly communicate to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by LGE the terms of the Confidentiality Agreementany proposal or inquiry which it may receive in respect of any Alternative Proposal.

Access and Information. (a) From Seller shall permit Buyer and its representatives, after the date of this Agreement until the Closing, subject to any applicable Laws, Seller shall afford Buyer and its representatives have reasonable access, during regular business hours and upon reasonable advance written notice, to (i) the Assigned ContractsTransferred Real Property (subject to Seller’s right to have its representatives accompany Buyer’s representatives and subject to other reasonable rules and regulations of Seller), including the right to perform reasonable “Phase I” environmental site assessments; provided, however, Buyer shall not be permitted to perform any “Phase II” environmental site assessments or other testing, sampling or investigations without Seller’s prior written consent, which consent shall be granted in Seller’s sole discretion, (ii) the offices, facilities, properties and the financial, accounting and other books and records of Seller, the Transferred Books Acquired Companies and Records Selling Subsidiaries relating to the Business and (iii) the appropriate management personnel of Seller, the Acquired Companies and the officers Selling Subsidiaries and the accountants, auditors and agents thereof and (iv) key employees of the Transferred BusinessBusiness to discuss employment by Buyer of such employees after the Closing. Seller shall furnish, or cause to be furnished, to Buyer any financial and operating data and other information that is available with respect to the Business as Buyer shall from time to time reasonably request for the purpose of verifying the accuracy of the representations and warranties of Seller hereunder. It is expressly understood by the parties hereto that, notwithstanding the provisions of this Section 5.1, Seller, in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable accessdiscretion, during regular business hours and upon reasonable advance written notice, to may deny or restrict any access (i) accountants’ work papers relating involving possible breaches of applicable confidentiality agreements with third parties or possible waivers of any applicable attorney-client privileges (provided however that all environmental reports and reviews pertaining to the Transferred Books and Records and access Business or any of the assets thereof shall be made available to auditors Buyer as the potential successor to Seller’s interest therein notwithstanding otherwise applicable or potentially applicable claims of confidentiality agreements with third parties or possible waivers of any applicable attorney-client or other privileges), (ii) to any formulae, recipes, know-how, operating instructions or other proprietary knowledge of Seller or any of its Affiliates with respect to the products, materials and services used in or produced by the Business; or (iiiii) properties in the event Buyer is in material breach of the Transferred Business this Agreement. It is further understood that Seller shall be under no obligation to grant Buyer or its representatives access to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liabilitysuch access would, provided that Buyer under the circumstances, interfere with Seller’s or its representativesAffiliates’ operations, during activities or employees, or if such accessaccess would, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would Seller, violate applicable antitrust or similar laws. With respect to any obligation of Seller parties with which Seller, any Selling Subsidiary or any of its Subsidiaries Acquired Company has a direct or indirect contractual relationship, and any Governmental Authorities with jurisdiction over or that regulates Seller, any Selling Subsidiary, any Acquired Company, the Business, the Facilities or the Transferred Real Property, Buyer shall not make any independent inquiry with respect to disclosure of information Seller, any Selling Subsidiary, any Acquired Company, the Business, the Facilities or confidentiality or eliminate or reduce the benefit of any legal privilege of Transferred Real Property without Seller’s prior written consent and, to the extent Seller or any of its Subsidiaries (ifconsents thereto, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller all such inquiries shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received conducted jointly by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality Agreementand Seller.

Access and Information. (a) From the date of this Agreement hereof until the ClosingEffective Time, subject to any applicable LawsLegal Requirements, Seller shall SPC shall, (i) afford Buyer Acquiror and its authorized representatives reasonable access, during regular business hours and hours, upon reasonable advance written notice, to the Assigned Contracts, the Transferred Books and Records Employees and the officers properties and assets of SPC and the Radio Subsidiaries that are used in the conduct of the Transferred Business, (ii) provide reasonable advance notice to Acquiror of, (x) senior management meetings in respect of the Business and (y) meetings conducted in respect of general management, budgets, forecasts, sales, employee retention and motivation and similar matters each as Buyer scheduled in the conduct of the Ordinary Course of Business, and, in respect of all such meetings, SPC shall permit Acquiror’s management personnel observation rights (without the authority to control or direct) at such meetings where and as held by SPC, either in person or by telephone conference call (at the election of Acquiror) if such meetings are in person, or by conference call if such meetings are telephonic, such observation rights also to include access to all work product and materials related thereto, (iii) furnish, or cause to be furnished, to Acquiror any financial and operating data and other available information with respect to the Business or in furtherance of the Transaction as Acquiror from time to time reasonably request in writing requests, and otherwise as mutually agreed (including pursuant to iv) instruct the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer Employees, and its representatives reasonable access, during regular business hours counsel and upon reasonable advance written notice, financial advisors to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of cooperate with Acquiror in its Affiliates and (ii) properties investigation of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental LiabilityBusiness; provided, provided that Buyer or its representativeshowever, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer Acquiror have access to any information that, based on advice of SPC’s counsel, would (A) reasonably be expected to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability liability under applicable LawsLegal Requirements, including U.S. Antitrust Laws, or (yii) waive any material legal privilege (provided, that in such latter event Acquiror and SPC shall use commercially reasonable efforts to cooperate to permit disclosure of such information in a manner consistent with the preservation of such legal privilege), (B) result in the reasonable judgment disclosure of Seller would any trade secrets of third parties or (C) violate any obligation of Seller or any of its Subsidiaries SPC with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (ifso long as, with respect to confidentiality, Seller to the extent specifically requested by Acquiror, SPC has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality). Prior to the Closing Date, provided Acquiror and such third party consultants as may be engaged by Acquiror may, with reasonable prior notice, at mutually agreed times and at Acquiror’s own expense, physically inspect the properties and assets of SPC and the Radio Subsidiaries, including performing environmental audits; provided, however, that Seller Acquiror shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate conduct any such obligation with respect to disclosure environmental sampling or invasive testing without the prior written consent of information or confidentiality or eliminate or reduce the benefit of any such legal privilegeSPC and, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive informationany invasive testing, Seller and Buyer prior written consent of the applicable lessee, which consent shall agree upon mutually acceptable “clean team” procedures with respect not be unreasonably withheld. All requests made pursuant to this Section 5.5 shall be directed to an executive officer of SPC or such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred Person or Persons as may be designated by Seller or any of its Subsidiaries in complying with any such request by or on behalf of BuyerSPC. All information received by Buyer or its representatives pursuant to this Section 6.1 shall 5.5 shall, prior to the Effective Time, be governed by the terms of the SPC Confidentiality Agreement.

Access and Information. (a) From the date hereof until the earlier of the Closing and the date this Agreement until is validly terminated in accordance with Article VIII (such period, the Closing“Interim Period”), subject the Company shall (and shall cause the other Company Entities to): (i) permit Acquiror and Merger Sub, and their respective advisers and other representatives to any applicable Laws, Seller shall afford Buyer and its representatives have reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned ContractsCompany Entities’ respective officers, employees, agents, properties and facilities and books and records; provided that they shall conduct any such activities in such a manner as not to interfere unreasonably with the Transferred Books and Records and the officers business or operations of the Transferred BusinessCompany Entities, and provided further that in no event shall Acquiror, Merger Sub, or their respective advisers or other representatives be permitted to undertake any intrusive environmental investigation, testing or sampling of any of the properties or facilities; (ii) furnish, or cause to be furnished, to Acquiror financial and material operating data and other material information (including Tax information) concerning any Company Entity or the business, properties, contracts, assets, liabilities, personnel and other aspects of any Company Entity as Buyer shall Acquiror may from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant writing, subject to applicable Law. Nothing herein shall limit or modify the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties obligations of the Transferred Business to parties set forth in that certain Joint Nondisclosure Agreement, dated September 9, 2020, between KSL Capital Partners Management V, LLC and the extent that circumstances arise that could reasonably be expected to result in a material environmental LiabilityCompany (the “Confidentiality Agreement”), provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 6.01 shall be governed by subject to the terms and conditions of the Confidentiality Agreement. Notwithstanding anything herein to the contrary, the Company Entities shall not be required to take any action, provide any access or furnish any information that the Company in good faith reasonably believes after consultation with outside legal counsel would be reasonably likely to cause or constitute a waiver of the attorney-client or other privilege or violate any Contract to which the Company Entity is a party or bound, provided that the Parties agree to cooperate in good faith to make alternative arrangements to allow for such access or furnishing in a manner that does not result in the waiver of the attorney-client or other privilege or violate any Contract, as applicable.

Access and Information. (a) From the date of this Agreement hereof until the Closing, subject to reasonable rules, regulations and policies of the Company and any applicable Laws, Seller the Company shall, and shall cause the Subsidiaries to, (i) afford Buyer Acquiror and its representatives (including representatives of entities providing or arranging financing for Acquiror) reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned Contractspersons listed in Schedule 5.1(a) (“Employee Contacts”) to the Business, (ii) furnish or cause to be furnished to Acquiror any financial and operating data and other information that is available with respect to the Transferred Books and Records Company and the officers of the Transferred Business, Business as Buyer shall Acquiror from time to time reasonably request in writing requests, including internally-generated subscriber, accounts receivable and otherwise as mutually agreed (including pursuant other operational reports with respect to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts Business that are produced in the Ordinary Course, (iii) furnish or cause to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, be furnished to (i) accountants’ work papers Acquiror any information relating to the Transferred Books Company or the Subsidiaries and Records such other assistance as is reasonably necessary to satisfy the periodic reporting obligations of Acquiror and access to auditors of Seller or any of its Affiliates and (iiiv) properties of instruct such Employee Contacts and its counsel and financial advisors to reasonably cooperate with Acquiror in connection with the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liabilityforegoing; provided, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer Acquiror have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyerbased on advice of Company’s counsel) that sharing such information , would create any potential Liability under violate applicable Laws, including U.S. Antitrust Laws, or would destroy any legal privilege, or (y) in the Company’s reasonable judgment judgment, would (A) result in the disclosure of Seller would any trade secrets or other proprietary or confidential information of third parties or (B) violate any obligation of Seller the Company, the Subsidiaries or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit Affiliate of any legal privilege of Seller or any of its Subsidiaries (if, the foregoing with respect to confidentiality, Seller has made ; provided that in each case the Company or the Subsidiaries shall have used commercially reasonable efforts to obtain a waiver regarding permit the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce such information; it being understood that Acquiror shall reimburse the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations Company promptly for out-of-pocket reasonable expenses of the FCC); provided further that in Company, the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller Subsidiaries or any of its Subsidiaries their Affiliates incurred in complying with any such request by or on behalf of BuyerAcquiror. All information received by Buyer or its representatives pursuant to this Section 6.1 5.1(a) shall be governed by the terms of the Confidentiality Agreement.

Access and Information. (a) From the date hereof until the earlier of the Closing and the termination of this Agreement until the Closingin accordance with its terms, subject to any applicable LawsLaw and COVID-19 Measures, Seller the Target Company, to the extent not unreasonably disruptive to the employees of the Target Company and the Transferred Subsidiary or the Target Business or the operation thereof, shall, and shall cause its controlled Affiliates to, afford Buyer Purchaser and its representatives Affiliates and other Representatives reasonable access, access during regular normal business hours and upon reasonable advance written noticenotice to the books and records and other documents of the Target Business and the employees, premises and facilities of the Target Company and the Transferred Subsidiary and furnish Purchaser and its Affiliates and other Representatives, in a reasonably timely manner upon reasonable advance notice during normal business hours, the financial, operating and other data and information of the Target Company and the Transferred Subsidiary, in each case, to the Assigned Contractsextent reasonably requested by Purchaser to ensure an orderly and efficient transition of the Target Business to Purchaser, to prepare for the Transferred Books Closing and Records to facilitate the satisfaction of the conditions to the Closing under Article VII, in each case subject to Section 6.8 and the officers of the Transferred BusinessConfidentiality Agreement; provided, as Buyer however, that in no event shall from time Purchaser or its Representatives have access to time reasonably request in writing and otherwise as mutually agreed (including pursuant any information that is solely related to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer business and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors affairs of Seller Parent or any of its Affiliates (other than the Target Company and (ii) properties of the Transferred Business to Subsidiary), or the extent that circumstances arise that could disclosure of which, based on advice of Parent’s outside legal counsel, or in Parent’s reasonable determination, would violate applicable Law or be reasonably be expected to result in a material environmental Liabilitydestroy any legal privilege; provided, provided further, that Buyer or its representatives, during such access, the auditors and accountants of Target Company and Transferred Subsidiary shall not conduct be obligated to make any invasive procedures, including sampling work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures in their ordinary course of soil, groundwater, surface water or other media; it being understood business and agreed that in no event shall Buyer have then only after such Person has signed a customary agreement reasonably requested relating to such access to (i) any information work papers in form and substance reasonably acceptable to such auditors or accountants. In the event that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing disclosing such information would create any potential Liability under applicable Lawsbooks, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller records and other documents would violate any obligation of Seller Parent, the Target Company or any of its Subsidiaries with respect their respective Affiliates to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, a third-party with respect to confidentiality, Seller has the Parties shall reasonably cooperate so such books, records and other documents might be made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information available in a manner redacted format, or, if such redaction would result in pertinent information being omitted, Parent shall make such books, records and form that would not other documents available if Purchaser delivers confidentiality undertakings reasonably be expected satisfactory to violate Parent. Purchaser shall promptly reimburse Parent and the Target Company for any such obligation with respect to disclosure of information reasonable out-of-pocket expenses Parent or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries Target Company incurs in complying with any such request by or on behalf of Buyer. All information received by Buyer Purchaser, its Affiliates or its representatives their Representatives pursuant to this Section 6.1 6.5(a). All requests for information made pursuant to this Section 6.5(a) shall be governed directed to an executive officer of Parent or such Persons as may be designated by the terms Parent or a member of senior management of the Confidentiality AgreementTarget Company approved by Parent.

Access and Information. (a) From the date hereof until the earlier of the Closing Date and the termination of this Agreement until in accordance with its terms, the ClosingBuyer and its Affiliates shall be entitled, including through its and their Representatives, to make such investigation of the Transferred Assets, Assumed Liabilities and services to be provided pursuant to the Transition Services Agreement and the MNSA and such examination of the Records to the extent related thereto, and to receive such information, including financial information (including the information set forth on Schedule VI), as it reasonably requests and to make extracts and copies of such Records, including reasonable access to customary supporting information, data and documentation necessary for the preparation of the Buyer’s 39 financial reports. Any such investigation and examination shall be conducted after reasonable advance notice under reasonable circumstances and shall be subject to any restrictions under applicable LawsLaw and this Agreement. The Sellers shall, Seller and shall afford cause their controlled Affiliates and Representatives to, cooperate with the Buyer and its representatives reasonable accessAffiliates and their Representatives in connection with such investigation and examination, during regular business hours and upon reasonable advance written notice, to the Assigned Contracts, the Transferred Books and Records and the officers Buyer and its Affiliates and Representatives shall cooperate with the respective Representatives of the Transferred Business, as Buyer shall from time to time reasonably request in writing Sellers and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its their reasonable best efforts to afford minimize any disruption to the business. This Section 5.8 shall not entitle Buyer and or its representatives reasonable accessRepresentatives to contact any Third Party doing business with Sellers, during regular business hours and upon reasonable advance access the properties or Records of any such Third Party or access the properties of the Seller or its controlled Affiliates, in each case without Seller’s prior written notice, to consent. No investigation or notice under this Section 5.8 or otherwise shall (i) accountants’ work papers relating alter any representation or warranty given hereunder by Sellers, any condition to the Transferred Books and Records and access obligations of the Parties under this Agreement or Buyer’s right to auditors of Seller indemnification hereunder or any of its Affiliates and (ii) properties modify any section of the Transferred Business Disclosure Schedules. Notwithstanding anything to the extent that circumstances arise that could reasonably be expected to result contrary set forth in a material environmental Liabilitythis Section 5.8, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access the Sellers be required to (i) prepare any information that (x) Seller’s counsel advises (after consultation in good faith financial statements with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Lawsregard to the Business, including U.S. Antitrust Lawsthe Transferred Assets or the Assumed Liabilities, (y) in whether prior to or following the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality AgreementClosing.

Access and Information. (a) From the date hereof, Parent and Merger Sub shall be entitled to make or cause to be made such reasonable investigation of this Agreement until the Closing, subject to any applicable Laws, Seller shall afford Buyer Company and its representatives reasonable accessSubsidiaries, and the financial and legal condition thereof, as Parent and Merger Sub deem reasonably necessary or advisable during regular normal business hours and upon reasonable advance written notice, and the Company shall cooperate with any such investigation (including by granting Parent and its officers, directors, employees, financial sources, advisors, bankers and other representatives reasonable access to the Assigned Contractsemployees, the Transferred Books facilities, books and Records and the officers records of the Transferred Business, Company and its Subsidiaries and providing such financial and other data as Buyer shall from time Parent may reasonably request). Parent and Merger Sub agree to time reasonably request in writing conduct any such inquiries with reasonable discretion and otherwise as mutually agreed (including pursuant sensitivity to the Cutover Plan Support Agreement)Company’s relationships with its employees, customers and suppliers. Seller This Section 6.1(a) shall use not require the Company or its reasonable best efforts Subsidiaries to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and permit any access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to disclose (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Lawsthat, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would the Company or any of its Subsidiaries, is reasonably likely to violate any obligation applicable Law, fiduciary duty or any Contract to which the Company or its Subsidiaries is a party as of Seller the date hereof or cause any privilege (including attorney-client privilege) that the Company or its Subsidiaries would be entitled to assert to be undermined with respect to such information, (ii) if the Company or any of its Affiliates, on the one hand, and Parent, Merger Sub or any of their respective Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto, (iii) any information that, in the reasonable judgment of the Company or any of its Subsidiaries, would result in the disclosure of any trade secrets of the Company or any of its Subsidiaries with respect to disclosure or third parties, or (iv) any information that, in the reasonable judgment of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller Company or any of its Subsidiaries (ifSubsidiaries, is reasonably likely to violate any of its obligations with respect to confidentiality, Seller has made confidentiality if the Company or such of its Subsidiaries shall have used commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the consent of such third party to whom it owes an obligation of confidentiality)such disclosure; provided, provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive informationclause (i) above, Seller and Buyer the Parties shall agree upon mutually acceptable “clean team” procedures use commercially reasonable efforts to find a way to allow disclosure of such information to the extent doing so (A) would not (in the reasonable belief of the Company or such of its Subsidiaries (after consultation with counsel)) be reasonably likely to result in the violation of any such applicable Law or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for or (B) could reasonably be managed (in the reasonable out belief of pocket costs and expenses incurred by Seller the Company or any such of its Subsidiaries in complying (after consultation with any such request by or on behalf counsel)) through the use of Buyer. All information received by Buyer or its representatives customary “clean-room” arrangements pursuant to this Section 6.1 shall which non-employee representatives of Parent and Merger Sub could be governed by the terms of the Confidentiality Agreementprovided access to such information.

Access and Information. (a) From the date of this Agreement hereof until the ClosingClosing Date, subject to any applicable LawsLaw and subject to any applicable privileges (including the attorney-client privilege), Seller trade secrets, and contractual confidentiality obligations, upon reasonable prior notice, the Sellers Representative shall afford Buyer and its representatives Representatives reasonable access, during regular normal business hours and upon reasonable advance written noticehours, to the Assigned Contractsbooks and records, the Transferred Books offices and Records and the officers properties of the Transferred BusinessCompany and TS Crude, furnish to Buyer such additional financial and operational data and other information regarding the Company and TS Crude as Buyer shall may from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant make reasonably available to Buyer the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties employees of the Transferred Business Company, Tall Oak or their respective Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the extent that circumstances arise that could reasonably be expected to result in a material environmental LiabilityCompany and TS Crude into Buyer’s organization following the Closing; provided, provided however, that Buyer or its representatives, during such access, shall will not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access be entitled to (i) any information that relating to bids received from others in connection with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, Tall Oak, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, Tall Oak, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing be supervised by such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, Persons as may be designated by the Sellers Representative and (y) be conducted in the reasonable judgment of Seller would violate any obligation of Seller or such a manner so as not to unreasonably interfere with any of its Subsidiaries the businesses or operations of Tall Oak, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller, Tall Oak and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to disclosure of information the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or confidentiality other invasive investigation activities on any property owned, leased or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted used by the rules and regulations Company without the prior written consent of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of BuyerSellers Representative. All requests for information received by Buyer or its representatives made pursuant to this Section 6.1 6.1(a) shall be governed directed to such Person or Persons as may be designated by the Sellers Representative, and Buyer shall not directly or indirectly contact any Representative of Seller, Members, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, Members, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller, any Member or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreement.

Access and Information. Subject to applicable Law, upon reasonable advance notice, Parent shall, and shall cause its Subsidiaries to, afford Purchaser and its Representatives reasonable access (other than with respect to information provided electronically, during normal business hours) throughout the period prior to the Closing, to its books, records, work papers, personnel, offices, facilities and properties to the extent (x) relating to the Business, the Transferred Assets, the Transferred Subsidiaries, the Transferred Joint Ventures or the Assumed Liabilities and (y) reasonably required to prepare for the consummation of the Transactions, transition or integration planning or the operation of the Business following the Closing (including any Tax information in Parent’s possession); provided that the foregoing requirements shall not require Parent (a) From the date of this Agreement until the Closingto permit any inspection, subject or to disclose any applicable Lawsinformation, Seller shall afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned Contracts, the Transferred Books and Records and the officers of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or that would violate any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, obligations with respect to confidentiality, Seller has made commercially reasonable efforts (b) to obtain a waiver regarding disclose any privileged information of the possible disclosure from Parent or any of its Subsidiaries, (c) to provide access to any Parent Consolidated Return (other than any such Tax Return relating solely to NewCo and/or any of its Subsidiaries, including, for the third party avoidance of doubt, any pro forma Tax Returns of any Transferred Subsidiary that would be included in any Parent Consolidated Return but which solely reflects the activities and operations of such Transferred Subsidiary or Transferred Joint Venture) or any other Tax information that does not relate solely to whom it owes an obligation NewCo and the Transferred Subsidiaries or the Transferred 38 Assets or (d) provide access to any physical locations or personnel to the extent reasonably necessary (i) to protect the health and safety of confidentiality)Parent and its Affiliates’ respective Representatives, provided or customers, lessors, suppliers, vendors or other commercial partners or (ii) in order to comply with any applicable COVID-19 Measures; provided, further that, in the event that Seller Parent relies on clauses (a) through (d) of the foregoing proviso to limit access afforded to Purchaser under this Section 5.2, Parent shall in good faith (A) provide Purchaser and its Representatives with access to the maximum extent possible, (B) if requested by Purchaser, use its commercially reasonable efforts efforts, with Purchaser’s cooperation, to provide such information in a manner implement an alternative means of providing Purchaser with the access requested, and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (zC) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive informationclauses (a), Seller (b) and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such (c), notify Purchaser in writing the nature of any information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyerdocuments withheld. All requests for information received by Buyer or its representatives made pursuant to this Section 6.1 5.2 shall be directed to such Persons designated by Parent. All such information shall be governed by the terms of the Confidentiality AgreementAgreement prior to the Closing and the NewCo Operating Agreement from and after the Closing.

Access and Information. (a) From the date of this Agreement hereof until the Closing, subject to reasonable rules and regulations of Sellers and any applicable LawsLegal Requirements, Seller Sellers shall (i) afford Buyer Buyers and its their representatives reasonable access, during regular normal business hours and upon reasonable advance written noticenotice and under supervision of Sellers’ personnel and in such a manner as to not interfere with the conduct of the Business, to employees of the Assigned ContractsBusiness, the Transferred Books and Records Acquired Intellectual Property, and the officers assets, books and records of the Transferred Business, (ii) furnish, or cause to be furnished, to Buyers and their representatives any financial and operating data and other information that is available with respect to the Business as Buyer shall Buyers from time to time reasonably request and (iii) instruct the Active Employees, and their counsel and financial advisors to cooperate with Buyers and their representatives in writing their investigation of the Business, including instructing their accountants to give Buyers and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its their representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liabilitytheir work papers; provided, provided that Buyer or its representativeshowever, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer Buyers or their representatives have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s based on advice of Sellers’ counsel) that sharing such information would , could create any potential Liability liability under applicable LawsLegal Requirements, including U.S. Antitrust Laws, the HSR Act or Competition Act (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentialityCanada), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate jeopardize any such obligation with respect to disclosure of information attorney-client or confidentiality or eliminate or reduce the benefit of any such legal other privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by contravene any fiduciary duty or binding agreement entered into prior to the rules and regulations of the FCC)date hereof; provided further that the parties shall cooperate in seeking to find a way to allow disclosure of such information to the case of competitively sensitive informationextent doing so (y) would not (1) risk waiving any applicable privilege, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures cause such privilege to be undermined with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out information, or (2) result in the violation of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by Legal Requirement or on behalf confidentiality obligations, and (z) could reasonably be managed through the use of Buyercustomary “clean-room” arrangements pursuant to which non-employee representatives of Buyers could be provided access to such information. All requests for information made pursuant to this Section 6.1 shall be directed to the Seller Representative. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms Confidentiality Agreement pursuant to Section 6.15. For the avoidance of doubt, no investigation pursuant to this Section 6.1 shall alter any representation or warranty given hereunder by any Seller and/or any Owner. Prior to Closing, without the Confidentiality Agreementprior written consent of Sellers, which shall not be unreasonably withheld, Buyers shall not contact any suppliers to, or customers of, the Business.

Access and Information. (a) From the date Agreement Date through the Closing Date, each Acquired Company and the Seller shall each, upon reasonable prior notice, provide to the Purchaser and the Purchaser’s Representatives (including, without limitation, its legal advisors and accountants), access to make such investigation of this Agreement until the Closingproperties, businesses and operations of each Acquired Company (including the Plant), including the conduct of environmental assessments of the Leased Real Property and title checks, and such examination of the books and records of each Acquired Company and the Seller as the Purchaser reasonably requests, financial, operating and other data and information of each Acquired Company and the Seller, and access to all the Representatives of each Acquired Company and the Seller as the Purchaser may reasonably request, and to make extracts and copies of such books and records. Any such investigation and examination shall be conducted upon reasonable advance notice and under reasonable circumstances and reasonable business hours and, with respect to each Acquired Company’s assets operated by third parties, if any, shall be subject to any applicable Lawsthe consent of such third- party operators, which consent such Acquired Company shall use commercially reasonable efforts to timely obtain. Each Acquired Company and the Seller shall also afford Buyer and its representatives the Purchaser reasonable access, during regular normal business hours and upon reasonable advance written noticehours, to the Assigned ContractsPlant, and to all operations of the Company. No investigation by the Purchaser or its Representatives prior to or after the Agreement Date shall affect or be deemed to modify any of the representations, warranties, covenants or agreements of such Acquired Company or the Seller contained in this Agreement. From the Agreement Date through the Closing Date, each Acquired Company and the Seller shall promptly deliver or make available to the Purchaser all material pleadings, motions, notices, statements, schedules, applications, reports and other papers filed in any other judicial or administrative proceeding related to any Acquired Company, the Transferred Books and Records Plant and the officers transactions contemplated by this Agreement. Without in any way limiting any party’s rights or obligations under this Agreement, as Consenting Lenders or in respect of the Transferred Businessagreements in respect of the Bankruptcy Cases or otherwise, as Buyer the parties understand and agree that nothing contained in this Agreement shall from time give Purchaser the right to time reasonably request in writing and otherwise as mutually agreed (including pursuant control or direct the business of any Acquired Company prior to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality AgreementClosing.

Access and Information. 4.2.1 Consistent with applicable law, each of GSI and Xxxxxxx Bank, respectively, will permit Buyer, through its designated agents, accountants, counsel, auditors, and other representatives (acollectively referred to as "Agents") From to make or cause to be made such investigation of the date business, properties and personnel of each of GSI and Xxxxxxx Bank, respectively, as Buyer may reasonably deem necessary or advisable prior to the Closing under the circumstances (other than Sellers' internal documents and correspondence related solely to this Agreement until and/or protected by the Closing, subject attorney/client privilege as to any applicable Laws, Seller shall afford the Acquisition only). The Buyer and its representatives Agents shall, at all reasonable accesstimes and with reasonable notice given to GSI and Xxxxxxx Bank, during regular as the case may be, without unduly interfering with the normal business hours operations of GSI or Xxxxxxx Bank, respectively, have full access to their respective premises and upon reasonable advance written noticeto all of the respective properties, books, contracts, commitments, and records of GSI or Xxxxxxx Bank. GSI and Xxxxxxx Bank, respectively, shall, and each shall also authorize and direct its respective agents, auditors, accountants, and counsel, to the Assigned Contracts, the Transferred Books and Records and the officers of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford fully cooperate with Buyer and its representatives reasonable accessAgents in making available to them all financial and other information requested, during regular business hours including, without limitation, providing them with the right to examine all working papers pertaining to audits made and upon reasonable advance written noticeto make copies and extracts thereof, to (i) accountants’ work papers relating to the Transferred Books and Records full and complete access to auditors of Seller or all information concerning any litigation in which any of its Affiliates them is currently involved. GSI and (ii) properties of the Transferred Business Xxxxxxx Bank, respectively, agree to cause to be delivered to Buyer or to make available to Buyer to the extent that circumstances arise that could reasonably be expected such documents or information exists, or are in their possession or control, all of the items pertaining to result in a material environmental Liabilityeach of GSI or Xxxxxxx Bank, provided that respectively, if any, as are set forth and listed by Buyer or its representatives, during such access, on Exhibit 4.2.1 to this Agreement. Sellers shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have be required to provide access to (i) any or to disclose information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing where such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller access or disclosure would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce prejudice the benefit rights of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilegecustomer, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive informationwould contravene any law, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect rule, regulation, order or judgment to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request which Sellers are expressly subject. No investigation by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to under this Section 6.1 shall be governed by the terms 4.2 or otherwise will affect any of the Confidentiality representations and warranties of either GSI or Xxxxxxx Bank, respectively, as contained in this Agreement.

Access and Information. (c) Upon reasonable prior notice and subject to Applicable Law, the Company shall, and shall cause the Company Subsidiaries to, afford to Parent and its financial advisors, legal counsel, financing sources, accountants or other advisors, agents or authorized representatives (collectively, “Representatives”) reasonable access during normal business hours and without undue disruption of the normal business activities of the Company and the Company Subsidiaries, during the period prior to the earlier of the Effective Time and 46 the termination of this Agreement, to all of its or their respective books, records, properties, premises and personnel and all of its or their other financial, operating and other data and information as Parent may reasonably request; provided that (a) From the date of this Agreement until the Closing, subject to any applicable Laws, Seller shall afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned Contracts, the Transferred Books and Records Company and the officers of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, Company Subsidiaries shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have be obligated to provide access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) result in the reasonable judgment loss of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal attorney-client privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information (provided that the Company shall use commercially reasonable efforts to allow such access or disclosure in a manner that does not result in loss or waiver of such privilege, including, but not limited to, entering into appropriate common interest or similar agreements on customary terms with Parent), (ii) any information that would result in a breach of an agreement to which the Company or any of the Company Subsidiaries is a party (provided that the Company shall use reasonable efforts to obtain any required consent or waiver of such counterparty to allow such access or disclose such information, and it being further understood failing the receipt of such consent or waiver, shall use commercially reasonable efforts to make appropriate substitute disclosure and/or access arrangements), and (iii) any information that Buyer would violate any Applicable Law, (b) no investigation pursuant to this Section 8.1 shall reimburse Seller promptly for reasonable out affect any representations or warranties made herein or the conditions to the obligations of pocket costs the respective parties to consummate the Merger and expenses incurred the other transactions contemplated by Seller this Agreement and (c) the Company and Company Subsidiaries shall not be required to conduct, or permit Parent or any of its Subsidiaries in complying with Representatives to conduct, any such request by environmental investigation or on behalf sampling of Buyersoil, air, surface water, building material, groundwater or other environmental media relating to any Company Real Property. All information received by Buyer or its representatives pursuant Each party shall continue to this Section 6.1 shall be governed abide by the terms of the confidentiality agreement between CVS Health Corporation and the Company, dated April 21, 2015 (the “Confidentiality Agreement.”). (d) The Company hereby agrees that the Confidentiality Agreement is hereby amended as of the date of this Agreement to delete Section 6 therefrom. Section 8.2

Access and Information. (a) From Prior to the Closing or the date of the Termination of this Agreement, to the extent in the Vendors’ possession or reasonably available to either of them, the Vendors shall make available to the Purchaser, its representatives and legal, accounting, financial, engineering and professional advisors and lenders after the date of execution of this Agreement until reasonable access to the ClosingPurchased Assets, subject to any applicable LawsBooks and Records, Seller shall afford Buyer Contracts, title documents, plans, reports (including forecasts), Licences and its representatives reasonable accessPermits, Leases, orders, books of account, accounting records, financial statements, plans, performance results, correspondence and all other documents and information relating thereto (including, if requested, copies thereof), and the senior management of the Business (including Xxxxxxx Xxxxxxx and Xxxx-Xxxxxxxx Xxxxxxx) and of the Vendors during regular business hours and upon reasonable advance written notice, and shall forthwith furnish, or cause to be furnished, to the Assigned Contracts, the Transferred Books Purchaser any existing financial and Records and the officers of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water operating data or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) is or becomes available in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries ordinary course with respect to disclosure the Purchased Assets and the Business in order to assist the Purchaser in the preparation and review of information or confidentiality or eliminate or reduce transfer documents necessary for Closing, assist the benefit Purchaser in connection with the transition of any legal privilege the Business and the Employees and facilitate the requests of Seller or any of its Subsidiaries (if, the Purchaser’s lenders with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an understanding and agreement that there shall be no obligation of confidentiality), provided the Vendors to consent to any access that Seller shall could in good faith use any Material respect be harmful to the Business in the event that Closing was not completed or that could violate Applicable Law. The Purchaser further undertakes to exercise its commercially reasonable efforts rights hereunder in such manner as to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure minimize disruption of information the operations of the Business or confidentiality or eliminate or reduce of the benefit of any such legal privilegeVendors, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality AgreementEmployees.

Access and Information. (a) From the date of this Agreement hereof until the Closing, subject to any applicable LawsLaw and subject to any applicable privileges (including attorney-client privilege), trade secrets, and contractual confidentiality obligations, upon reasonable prior written notice, Seller shall (i) afford Buyer and its representatives Representatives reasonable access, during regular normal business hours and upon reasonable advance written noticehours, to the Assigned Contracts, the Transferred Books and Records and the officers of the Transferred Businessin Seller’s possession or reasonably available to Seller, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall ii) use its commercially reasonable best efforts to afford cause to be made available to Buyer and its representatives reasonable accessRepresentatives the offices and properties of the Company and its Subsidiaries, during regular business hours the Company Employees and upon reasonable advance the Business and (iii) furnish to Buyer such additional financial and other information in Seller’s possession or reasonably available to Seller regarding the Company and its Subsidiaries, the Shares and the Business. The reasonableness of such access and requests shall be determined by Seller acting reasonably (taking into account, among other considerations, the competitive positions of Seller, Buyer, the Company and its Subsidiaries, the Business and the sensitive nature of the Transactions). Any such access or requests shall (A) be supervised by such Persons as may be reasonably designated by Seller and (B) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company, any of their respective Affiliates or the Business. All requests for access or information made pursuant to this Section 5.1(a) shall be directed to the Person set forth in Section 5.1(a) of the Seller Disclosure Schedule, which Person may be replaced by Seller at any time by providing written noticenotice to Buyer, and, except under exigent circumstances, Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior written approval of such designated Person. In no event shall the auditors and independent accountants of Seller, the Company or their respective Affiliates be obligated to (i) accountants’ make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. If reasonably requested by Seller, Buyer shall, and shall cause its Affiliates (as applicable) to, enter into a customary and mutually acceptable joint defense agreement with Seller, the Transferred Company or their respective Affiliates with respect to any information to be provided to Buyer or any of its Representatives pursuant to this Section 5.1(a). Buyer shall reimburse Seller, the Company or their respective Affiliates promptly (but in no event later than five Business Days from the date on which any request for reimbursement is made) for any reasonable and documented out-of-pocket expenses incurred by Seller, the Company and their respective Affiliates in complying with any request by or on behalf of Buyer in connection with this Section 5.1(a). In addition, Buyer agrees to be liable to and to indemnify, defend and hold harmless Seller, the Company and their respective Affiliates, directors, officers or employees, the Shareholders and former Shareholders whose warrant rights under the Organizational Documents of Seller remain outstanding as of the date hereof or will be outstanding following the Closing, from and against any and all Liabilities, Actions for personal injury, death or property damage occurring as a result of or in connection with such access to the Books and Records Records, offices and access properties of Seller and the Company and any of their respective Subsidiaries, the Company Employees and the Business. Buyer further agrees to auditors comply fully with all reasonable rules, regulations, guidelines and instructions issued or made available by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions upon entering or leaving any such property. Notwithstanding anything herein to the contrary, Seller shall not be required to disclose or otherwise make available any books and records or other information and documents of Seller or any of its Affiliates and (ii) properties of the Transferred Business that do not relate to the extent that circumstances arise that could reasonably be expected to result in a material environmental LiabilityCompany, provided that Buyer the Company’s Subsidiaries, the Business or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality AgreementTransactions.

Access and Information. (a) From Between the date of this Agreement until and the ClosingClosing Date, subject Sellers shall permit Buyer and its representatives, at their sole risk cost and expense, to any applicable Lawshave reasonable access during normal business hours, Seller upon reasonable advance notice, to the books and records of the related to the Assets and shall afford provide Buyer with reasonable access to the Real Property and Assets, provided that such access shall be conducted by Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned Contracts, the Transferred Books and Records and the officers of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner as not to interfere unreasonably, and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilegeprovided further, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs indemnify, defend and expenses incurred by Seller hold harmless Sellers from any Liabilities or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received damages suffered by Buyer or its representatives on account of such access to the Assets, except in such cases where damages have been incurred as a result of the gross negligence or willful misconduct of Sellers. Additionally, Sellers shall provide to Buyer in a timely manner all information as is reasonably requested by Buyer in order for Buyer to provide documentation and information to Buyer’s investors or potential investors in the Assets. Buyer shall notify Sellers in writing promptly upon its discovery of any information which, in its good faith discretion, constitutes or would indicate a breach by Sellers of any representation, warranty, covenant or agreement of Sellers hereunder. Should any information require any change in any Schedule attached hereto if the Schedule were dated the date of the occurrence or discovery of any such fact or condition, Sellers shall promptly deliver to Buyer a supplement to such Schedule incorporating such change, which will be deemed to have amended such Schedule for all purposes. Unless Buyer timely exercises a right to terminate this Agreement pursuant to Section 10.3(c), Sellers’ supplement pursuant to this Section 6.1 5.1 shall be governed deemed to amend this Agreement and any related Schedules and to have cured any misrepresentations or breach of representation or warranty that otherwise might have existed by the terms reason of such fact or condition. Any information provided pursuant to this Section 5.1 shall be subject to the Confidentiality Agreement.

Access and Information. (a) From Subject to applicable Law or any applicable Governmental Authorizations, from the date of this Agreement Execution Date until the ClosingClosing Date Seller shall, subject to any applicable Lawsduring reasonable business hours and in compliance with such reasonable procedures as Seller may request, Seller shall afford Buyer provide Purchaser and its representatives reasonable access(including the Replacement Financing Sources and their representatives) with access to such information, during regular business hours documents and upon reasonable advance written notice, properties as are in its possession or under its control relating to the Assigned Contracts, the Transferred Books and Records Company and the officers of the Transferred BusinessCompany Subsidiaries, as Buyer shall from time to time Purchaser may reasonably request in writing connection with the transactions contemplated by this Agreement; provided that such access shall be supervised by such Persons as may be designated by Seller and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller such access shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to not (i) accountants’ work papers relating to unreasonably disrupt the Transferred Books and Records and access to auditors operations of Seller Seller, the Company or any of its Affiliates and the Company Subsidiaries, (ii) properties require that any of Seller, the Transferred Business to Company or the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) Company Subsidiaries disclose any information that (x) in Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information reasonable judgment would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) result in the reasonable judgment disclosure of Seller would any trade secrets or violate any obligation of Seller Seller’s, the Company’s or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, Company Subsidiaries’ obligations with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding (iii) require that any of Seller, the possible disclosure from Company or the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such Company Subsidiaries disclose any legally privileged information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilegeof Seller, the Company or the Company Subsidiaries, (iv) require Seller or its Affiliates (including the Company and the Company Subsidiaries) to disclose any financial or proprietary information of or regarding Seller or its Affiliates (excluding the Company and the Company Subsidiaries) or otherwise disclose information regarding Seller or its Affiliates (excluding the Company and the Company Subsidiaries) which Seller deems commercially sensitive, or (zv) that constitutes Customer Proprietary Network Information (include any boring, drilling or other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive invasive or destructive testing or sampling. All information, Seller data and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out copies of pocket costs and expenses incurred documents obtained by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 Purchaser shall be governed by subject to the terms of the Confidentiality AgreementAgreement as if Purchaser were a party thereto.

Access and Information. (a) From the date of this Agreement hereof until the Closing, subject to reasonable rules, regulations and policies of the Company and any applicable Laws, Seller shall, and shall cause BBHI Holdings, the Company and the Subsidiaries to, (i) afford Buyer Acquiror and its representatives Representatives reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned Contracts, employees of the Transferred Books and Records Company and the officers of Subsidiaries, (ii) furnish or cause to be furnished to Acquiror any financial and operating data and other information that is available with respect to the Transferred Business, Company and the Business as Buyer shall Acquiror from time to time reasonably request in writing requests, including internally generated subscriber, accounts receivable and otherwise as mutually agreed (including pursuant other operational reports with respect to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts Business that are produced in the Ordinary Course, (iii) furnish or cause to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, be furnished to (i) accountants’ work papers Acquiror any information relating to the Transferred Books Company or the Subsidiaries and Records such other assistance as is reasonably necessary to satisfy the periodic reporting obligations of Acquiror and access to auditors of Seller or any of its Affiliates and (iiiv) properties instruct the employees of the Transferred Business Company and the Subsidiaries, and its counsel and financial advisors, to reasonably cooperate with Acquiror in connection with the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, foregoing; provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer Acquiror have access to (i) any information that (x) based on advice of Seller’s counsel advises (after consultation in good faith with Buyer’s 's counsel) that sharing such information , would create any potential Liability under violate applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller or would violate destroy any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (zy) that constitutes Customer Proprietary Network Information in Seller's reasonable judgment, would (A) result in the disclosure of any trade secrets or other than as permitted by proprietary or confidential information of third parties or (B) violate any obligation of BBHI Holdings, the rules and regulations Company, the Subsidiaries or any Affiliate of any of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures foregoing with respect to confidentiality; provided that in each case Seller, BBHI Holdings, the Company and the Subsidiaries shall have used commercially reasonable efforts to permit the disclosure of such information and information; it being further understood that Buyer Acquiror shall reimburse Seller promptly for out-of-pocket reasonable out expenses of pocket costs and expenses incurred by Seller Seller, BBHI Holdings, the Company, the Subsidiaries or any of its Subsidiaries their Affiliates incurred in complying with any such request by or on behalf of BuyerAcquiror. All information received by Buyer or its representatives pursuant to this Section 6.1 5.1(a) shall be governed by the terms of the Confidentiality Agreement.

Access and Information. Subject to Section 6.4, Seller shall, and Seller shall cause the Company to afford to Buyer and its employees, accountants, actuaries, consultants, legal counsel, agents and other representatives (acollectively, the “Buyer Representatives”) From reasonable access, at Buyer’s sole cost and expense, at reasonable times during normal business hours to the officers, employees, agents, properties, offices and other facilities of the Company and to the books and records thereof and furnish promptly to Buyer and the Buyer Representatives such information concerning the business, properties, Contracts, records and personnel of the Company and the Company Subsidiaries (including financial, marketing, operating and other data and information) as may be reasonably requested, from time to time, by Buyer. Notwithstanding anything to the contrary contained herein, Buyer shall (i) provide Seller with reasonable advance notice of any request for access pursuant to this Section 6.3, (ii) not contact any customer, supplier, employee or other business partner of Seller, the Company or any Company Subsidiary without Seller’s prior consent thereto in writing (which consent shall not unreasonably be withheld, conditioned or delayed) and (iii) avoid any undue disruption to the business operations of the Company and the Company Subsidiaries. Seller shall use commercially reasonable efforts to provide Buyer at least five days prior to the Closing, with the Company’s balance sheet as of July 4, 2021 and the income statement for the six-month period then ended. Nothing contained in this Agreement shall require the disclosure to or on behalf of Buyer of any bids, the identity of any bidder, confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other proposals received in connection with transactions comparable to those contemplated by this Agreement, nor shall anything contained in this Agreement be construed as requiring the disclosure of any information to or on behalf of Buyer if such disclosure would, as determined by Seller, (w) cause significant competitive harm to any of the Seller, the Company, a Company Subsidiary or any of their respective Affiliates in the event the transactions contemplated hereby are not consummated (x) jeopardize any attorney-client or other legal privilege, (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement until the Closing, subject (including any confidentiality agreement to which any applicable Laws, Seller shall afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned Contractsof Seller, the Transferred Books and Records and the officers of the Transferred BusinessCompany, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller a Company Subsidiary or any of its their respective Affiliates and may be a party (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood that Seller, the Company and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Company Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith will use its commercially reasonable efforts to provide such information as described under (x) and (y) in a an alternative manner and form that would so as not reasonably be expected to violate any jeopardize such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or contravene such Laws, fiduciary duty or binding agreement (including entering into a reasonable joint defense agreement)) or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations contravene any obligation of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect secrecy or confidentiality to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality AgreementGovernmental Entity.

Access and Information. (a) From the date of this Agreement hereof until the Closing, subject to any applicable Laws, Seller shall, and shall cause its Affiliates to: (i) afford Buyer and its representatives (including representatives of entities providing or arranging financing for Buyer) reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned ContractsEmployees, the Transferred Business, Business Books and Records and Transferred Assets, (ii) furnish, or cause to be furnished, to Buyer any financial and operating data and other information that is available with respect to the officers of the Transferred Business, Business as Buyer shall from time to time reasonably request requests, (iii) instruct the Employees, its counsel and financial advisors to cooperate with Buyer in writing and otherwise as mutually agreed (including pursuant to its investigation of the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable accessBusiness, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (iiiv) properties of the Transferred Business otherwise cooperate and assist, to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liabilityrequested by Buyer, provided that Buyer or its representativeswith Buyer’s investigation of the Business and the Transferred Assets; provided, during such accesshowever, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any data, information or documentation that (xw) based on reasonable advice of Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information , would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, Non-U.S. Competition Law or other similar Law, or would destroy any legal privilege, (yx) in the reasonable judgment of Seller Seller, would (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of Seller or any of its Subsidiaries Affiliate with respect to disclosure of confidentiality or data protection Laws, or (y) is data, information or confidentiality documentation that (I) is excluded from the definition of “Business Books and Records” set forth in Section 1.1 or eliminate (II) relate solely to any Excluded Assets, Excluded Liabilities or reduce the benefit of any legal privilege business of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (Affiliates other than as permitted by the rules and regulations of the FCC)Business; provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of and documented out-of-pocket costs and expenses incurred by Seller or any of its Subsidiaries it incurs in complying with any such request by or on behalf of Buyer; and it being further understood that any access shall be at the risk of Buyer and its representatives and agents, and in connection therewith, Buyer hereby agrees to indemnify and hold harmless the Seller Indemnified Parties with respect to any Losses resulting from or arising out of such access. All requests made pursuant to this Section 5.1(a) shall be directed to an officer of Seller or such Person or Persons as may be designated by Seller. All information received by Buyer or its representatives pursuant to this Section 6.1 5.1(a) shall be governed by the terms of the Confidentiality Agreement.

Access and Information. (a) From the date of this Agreement hereof until the Closing, subject to any applicable Laws, the Seller shall (i) afford the Buyer and its representatives Representatives reasonable access, at all reasonable times during regular business hours and upon reasonable advance written notice, to the Assigned ContractsEmployees and the properties, the Transferred manufacturing facilities, assets, systems, Tax Returns, Books and Records and the officers contracts of the Transferred Business (other than the Excluded Business), (ii) furnish, or cause to be furnished, to the Buyer (A) copies of all Books and Records, contracts and other existing documents and (B) additional financial, operating and other data and information, in each case as the Buyer shall from time to time reasonably request in writing requests and otherwise as mutually agreed (including pursuant to iii) instruct the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer Employees, and its representatives reasonable accesscounsel and financial advisors to cooperate with the Buyer in its investigation of the Business (other than the Excluded Business), during regular business hours and upon reasonable advance written notice, including instructing its accountants to (i) accountants’ work papers relating to give the Transferred Books and Records and Buyer access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liabilitytheir work papers; provided, provided that Buyer or its representativeshowever, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall the Buyer have access to (i) any information that (x) based on advice of the Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information , would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, Laws or (y) in the reasonable judgment of Seller the Seller, would (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of the Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (ifso long as, with respect to confidentiality, the Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller . No investigation pursuant to this Section 5.1(a) shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate alter any such obligation with respect to disclosure of information representation or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted warranty given hereunder by the rules and regulations of Seller. All requests for information made pursuant to this Section 5.1(a) shall be directed to Rxxxxxx Y.T. Sy or such Person or Persons as may be designated by the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of BuyerSeller. All information received by Buyer or its representatives pursuant to this Section 6.1 5.1(a) shall be governed by the terms of Section 5.11 and the Confidentiality Agreement.

Access and Information. (a) From the date of this Agreement hereof until the Closing, subject to any applicable LawsApplicable Law, Seller Seller, in its reasonable discretion and to the extent not unreasonably disruptive to the Business Employees and the Business, shall, and shall cause its Affiliates to, afford Buyer Purchaser and its representatives Affiliates, subject to any contractual restrictions, reasonable access, access during regular normal business hours and upon reasonable advance written noticenotice to the books and records of the Business and senior management of the Target Company, its Subsidiaries and their respective agents and auditors to the extent reasonably required by Purchaser to ensure an orderly and efficient transition of the Business to Purchaser, to prepare for the Assigned Contracts, Closing and to facilitate the Transferred Books and Records and the officers satisfaction of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant conditions to the Cutover Plan Support Agreement). Seller Closing under Article VI or as otherwise required in connection with any Transaction Document or in furtherance of the transactions contemplated thereby; provided, however, that in no event shall use its reasonable best efforts Purchaser have access to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to any information (i) accountants’ work papers relating that relates to any portion of the Transferred Books and Records and access business of Seller or its Affiliates that is not being transferred pursuant to auditors of this Agreement (including any consolidated, combined, affiliated or unitary Tax Return which includes Seller or any of its Affiliates and or any Tax-related work papers) or (ii) properties that in Seller’s reasonable determination, the disclosure of the Transferred Business to the extent that circumstances arise that which could be reasonably be expected to affect any legal privilege or result in a material environmental Liability(A) the disclosure of any trade secrets, provided that Buyer (B) the violation of any obligations of Seller or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises Affiliates with respect to confidentiality if Seller or Seller’s Affiliates shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (after consultation in good faith with Buyer’s counselC) the violation of Applicable Law. In the event that sharing such disclosing information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries Affiliates with respect to disclosure of confidentiality, the Parties shall reasonably cooperate so, and Seller shall use its reasonable best efforts to enable such information or to be made available in a way that would not violate such confidentiality or eliminate or reduce obligations, Applicable Law, including, but not limited to, providing such information in a redacted format, or, if such redaction would result in pertinent information being omitted, Seller shall make such information available if Purchaser delivers confidentiality undertakings reasonably satisfactory to Seller. Notwithstanding anything to the benefit of any legal privilege contrary herein, the auditors and independent accountants of Seller or any of its Subsidiaries (if, with respect Affiliates shall not be obligated to confidentiality, Seller make any work papers available to any Person unless and until such Person has made commercially entered into reasonable efforts to obtain a waiver regarding the possible disclosure from the third and customary third-party to whom it owes an obligation of confidentiality), provided that Seller shall access and confidentiality agreements in good faith use its commercially reasonable efforts to provide such information in a manner form and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually substance acceptable “clean team” procedures with respect to such information and it being further understood that Buyer auditors or accountants. Notwithstanding anything to the contrary herein, neither Seller nor any of its Affiliates shall reimburse Seller promptly for reasonable out be required to disclose to Purchaser or any Representative of pocket costs and expenses incurred by Purchaser any consolidated, combined, affiliated or unitary Tax Return which includes Seller or any of its Subsidiaries Affiliates or any Tax-related work papers, except, in complying with any such request by or on behalf of Buyer. All each case, for pro forma information received by Buyer or related solely to the Target Company and/or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality AgreementSubsidiary.

Access and Information. (a) From Prior to the date Closing Date, Buyer will be entitled, through its Representatives, to make such investigation of this Agreement until the ClosingBusiness and the properties, subject assets, the senior management personnel of the Business set forth on Schedule 5.2(a), facilities, contracts, books and records, and other documents and data of the Foreign Companies and the Contributor Sellers that relate to any the Business as Buyer reasonably requests and to make extracts and copies of such books and records; provided that such examination will not include (i) information that, if provided to Buyer, would violate applicable Laws, Seller shall afford Buyer (ii) bids, letters of intent, expressions of interest or other proposals received from others in connection with the transactions contemplated by this Agreement or information or analyses relating to such communications, (iii) any information, the disclosure of which would jeopardize any legal privilege available to the Company Group or any of their respective Affiliates relating to such information, or (iv) any internal valuations of the Acquired Companies, the Business or the Interests or information or analyses relating to such valuations. Any such investigation and its representatives reasonable access, examination will be conducted during regular business hours and upon under commercially reasonable advance written noticecircumstances and will be subject to restrictions reasonably imposed by the Company Group or otherwise under applicable Laws. Sellers will, to the Assigned Contractsand will cause their respective Representatives to, the Transferred Books and Records and the officers of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford cooperate with Buyer and its representatives reasonable accessRepresentatives in connection with such investigation and examination, during regular business hours and upon reasonable advance written noticeBuyer will, to (i) accountants’ work papers relating to the Transferred Books and Records will cause its Representatives to, reasonably cooperate with Sellers and access to auditors of Seller or any of its Affiliates their respective Representatives and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made use commercially reasonable efforts to obtain a waiver regarding minimize any disruption to the possible disclosure from businesses of Sellers and the third party to whom it owes an obligation Acquired Companies. Buyer will, and will cause its Representatives to, abide by any safety rules or rules of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not conduct reasonably be expected to violate imposed by Sellers or any such obligation with respect to disclosure operator of information properties or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations assets of the FCC); provided further that in Business, as the case of competitively sensitive informationmay be, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures in connection with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives access provided pursuant to this Section 6.1 5.2(a). Upon reasonable advance written notice from Buyer to Sellers, prior to the Closing Date, Buyer shall be governed afforded the right to meet with Material Customers and Material Suppliers at such times and in such manner as reasonably agreed by Buyer and Sellers. Notwithstanding anything to the terms contrary contained herein, prior to the Closing, without the prior written consent of Sellers (which may be withheld for any reason), Buyer will have no right to perform invasive or subsurface investigations of the Confidentiality Agreementproperties of any member of the Company Group.

Access and Information. (a) From and after the date of this Agreement and until the ClosingClosing Date, subject in all respects to any applicable Lawstheir compliance with the terms of the Existing Non-Disclosure Agreement, Seller shall afford give to Buyer and its representatives Affiliates, and their respective officers, employees, accountants, counsel and other representatives, reasonable access, access during regular business Seller’s normal operating hours and upon reasonable advance written notice, to the Assigned ContractsProperty (and shall coordinate with FRMC in order to ensure FRMC likewise provides Buyer with access to the same), books, contracts, commitments, reports of examination and records relating exclusively to the Foundry Operation, the Transferred Books and Records Foundry Operation Employees, the Purchased Assets, the Real Property and the officers of the Transferred BusinessAssumed Liabilities; provided, as however, in each case that, if requested by Seller, Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives shall from time to time reasonably request in writing and otherwise as mutually agreed (be accompanied at all times by a person designated by Seller, including pursuant to the Cutover Plan Support Agreement)without limitation Seller’s legal counsel. Seller shall use its reasonable best efforts to afford reasonably assist Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives, in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating be reasonably available to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liabilitythem for such purposes, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of any out-of-pocket costs arising therefrom. Subsequent to mutual execution of this Agreement, Buyer and expenses incurred by Seller or shall jointly work together in good faith to prepare and/or revise, prior to the Closing, any of the exhibits and schedules attached to this Agreement to the mutual satisfaction of both, it being acknowledged and agreed that such documents may not be in final form. Seller shall appoint a financial representative, and make its Subsidiaries best efforts, to assist Buyer with Buyer’s reasonable requests for additional financial information concerning the Foundry Operation during the period beginning on the Effective Date and ending on the date which is 45 days after the Closing Date, all as necessary to complete an audit of Seller’s financials concerning the Foundry Operation in complying with any such request by or on behalf of order to complete Buyer. All information received by Buyer or its representatives ’s required SEC filing (including pursuant to this Section 6.1 XXX Xxxxxxxxxx 00 XXX 210.3-05 - Financial statements of businesses acquired or to be acquired) which is due no later than 70 calendar days after the Closing Date. Buyer agrees to engage an accounting consultant at its sole cost to determine if the Buyer can be reasonably successful in seeking a waiver from the SEC for audited historical financial statements for the Seller, although Buyer and Seller acknowledge and agree that there shall be governed by no guarantee that the terms SEC will approve the waiver, if submitted in Buyer’s reasonable discretion based on the advice of the Confidentiality Agreementsuch accounting consultants.

Access and Information. Upon reasonable prior notice and subject to Applicable Law, each of the Company and Parent shall, and shall respectively cause their respective Subsidiaries to, afford to the other party and its financial advisors, legal counsel, financing sources, accountant or other advisor, agent or authorized 52 representative (collectively, “Representatives”) reasonable access during normal business hours and without undue disruption of normal business activity throughout the period prior to the Effective Time to all of its books, records, properties, premises and personnel and, during such period, shall furnish, and shall cause to be furnished, as promptly as reasonably practicable to the other party, (a) From the date a copy of this Agreement until the Closingeach report, subject to any applicable Laws, Seller shall afford Buyer schedule and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned Contracts, the Transferred Books and Records and the officers of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller other document filed or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; received by it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect pursuant to disclosure the requirements of information the federal securities laws or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (ifa Governmental Entity, except, with respect to confidentialityexamination reports, Seller has made commercially reasonable efforts as may be restricted by Applicable Law and (b) all other information as the other party reasonably may request; provided, that (i) the Company and Parent (and their respective Subsidiaries) shall not be obligated to obtain a waiver regarding disclose more than ten (10) Business Days prior to the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate estimated Closing Date (A) any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures (B) any information that in the reasonable Judgment of the Company or Parent, as the case may be, would result in the loss of attorney-client privilege with respect to such information and it being further understood or (C) any information that Buyer shall reimburse Seller promptly for reasonable out would result in a breach of pocket costs and expenses incurred by Seller an agreement to which the Company or Parent (or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives their respective Subsidiaries) is a party and (ii) no investigation pursuant to this Section 6.1 8.1 shall be governed affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. If either party intends to rely on Section 8.1(b)(i) to withhold information from the other party, such party shall advise the other party as to such intention and shall provide the other party with a sufficient summary of the withheld information in order for the other party to evaluate the basis of the non-disclosure. Each party shall continue to abide by the terms of the Confidentiality Agreement between Parent and the Company, dated February 17, 2006, as amended (the “Confidentiality Agreement”).

Access and Information. (a) From the date of this Agreement hereof until the Closing, subject to, and to the extent permitted by, any applicable Laws, policies, practices, procedures or direction of any Government Entity, Seller shall, and shall cause each of the Seller Subsidiaries to, (i) afford Buyer and its representatives reasonable (including representatives of entities providing or arranging financing for Buyer) access, during regular business hours and upon reasonable advance written notice, to the Assigned ContractsBusiness Designated Employees, other employees of Seller and its Affiliates who perform functions on behalf of or provide services to the Business, the Transferred Books and Records Business Intellectual Property, and the officers of assets, books, properties, systems and records related to the Transferred Business, the Pre-Signing Restructuring Transactions or the Post-Signing Restructuring Transactions, (ii) furnish, or cause to be furnished, to Buyer any financial and operating data and other information that is available with respect to the Business as Buyer shall from time to time may reasonably request request, including in writing and otherwise as mutually agreed (including connection with the preparation of any audited financial statements or pro forma financial statements that Buyer may be required pursuant to applicable Law to file with or furnish to any Government Entity, in connection with any financing and in connection with the Cutover Plan Support Agreement). review, documentation and testing by Buyer of the internal control over financial reporting of the Business and the Transferred Subsidiaries for the purpose of preparing for the compliance by Buyer after the Closing with the reporting and attestation requirements of the Exchange Act, (iii) instruct the employees of the Transferred Subsidiaries and other employees of Seller shall use and its Affiliates who perform functions on behalf of or provide services to the Business, and Seller's and its Affiliates' counsel, financial advisors and other representatives and agents, to cooperate with Buyer in its investigation of the Business, including using reasonable best efforts to afford cause their accountants to give Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, access to (i) accountants’ their work papers relating (on such customary terms and conditions as such accountants may require). No investigation pursuant to this Section 5.1(a) shall alter any representation or warranty given hereunder by Seller. All requests for information and access made pursuant to this Section 5.1(a) shall be directed only to such Person or Persons as may be designated by Seller, and shall not be granted to the Transferred Books and Records and extent deemed inconsistent with any Law, policy, practice, procedure or direction of any Government Entity. No request for information or access made pursuant to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business this Section 5.1 shall be granted to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) would interfere unreasonably with Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer's business. All information received by Buyer or its representatives pursuant to this Section 6.1 5.1(a) shall be governed by the terms of the Confidentiality AgreementSection 5.2.

Access and Information. (a) From the date of this Agreement until the Closingearlier of the Closing Date or termination of this Agreement in accordance with its terms, subject to the terms of this Section 6.2 and the confidentiality obligations set forth in the Confidentiality Agreement and any applicable LawsLaw (including any Antitrust Law), Seller shall, and shall cause the Company and its Subsidiaries to, and shall direct its Representatives to (A) afford Buyer and its representatives Representatives reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned key employees of the Company and its Subsidiaries, the Books and Records, books and records of Seller (or true and complete copies thereof) solely to the extent related to the Company, the Contracts, the Transferred Books assets and Records properties of the Company and its Subsidiaries and the officers key employees and Representatives of Seller who have knowledge relating directly to the Transferred BusinessCompany and its business (including the Schedule 8.2(a)(vi) Matter), (B) furnish, or cause to be furnished, to Buyer and its Affiliates and Representatives any financial and operating data and other information that is within the possession or control of Seller and its Representatives with respect to the Company or its business as Buyer shall and its Affiliates and Representatives from time to time may reasonably request in writing request, and otherwise as mutually agreed (including pursuant C) instruct the employees of the Company and its Subsidiaries and the employees and Representatives of Seller and the Company who have knowledge relating directly to the Cutover Plan Support Agreement). Seller shall use Company and its reasonable best efforts business to afford cooperate reasonably with Buyer and its representatives reasonable accessRepresentatives in their investigation of the Company and its business; provided, during regular business hours however, that in no event shall such access extend to any sampling or analysis of soil, groundwater, building materials or other environmental media of the sort generally referred to as a Phase II environmental investigation without the prior written consent of Seller, which consent shall not be unreasonably withheld, and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller that in no event shall Buyer or any of its Affiliates and Representatives have access to any information if allowing that access (iix) properties based on advice of the Transferred Business counsel to the extent that circumstances arise that could Seller, would reasonably be expected to result in a material environmental Liabilitythe loss of work product protection or attorney-client privilege, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) would in the reasonable judgment of Seller would (A) result in the disclosure of any material Trade Secrets, unless the applicable information is reasonably necessary for integration purposes and then only if it does not involve the furnishing of information about sensitive fiduciary matters, or (B) violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (ifso long as, with respect to confidentiality, Seller has made commercially reasonable efforts sought to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality); provided, provided further, that Seller any such access shall in good faith use its commercially reasonable efforts to provide such information be conducted in a manner not to interfere with the business and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations operation of the FCC); provided further that in the case of competitively sensitive information, Seller Company and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality AgreementSubsidiaries.

Access and Information. The Sellers (a) From shall permit the date of this Agreement until the Closing, subject to any applicable Laws, Seller shall afford Buyer and its representatives (including, for purposes of this Section 5.4, prospective lenders), after the date of execution of this Agreement and prior to the Closing Date, to have reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned Contractsoffices, plants, properties, books and records, personnel, counsel and auditors of AIG, (b) shall furnish, or cause to be furnished, to the Transferred Books Buyer or its representatives any financial and Records operating data and other information with respect to the officers business and properties of AIG as the Transferred Business, as Buyer or its representatives shall from time to time reasonably request in writing for the purpose of verifying the representations and otherwise as mutually agreed warranties of the Sellers hereunder and (including pursuant c) shall cause its auditors to permit the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable accessto examine their records and working papers to the extent such records and papers pertain to the Business; PROVIDED, during regular business hours HOWEVER, that no investigation by the Buyer or its representatives shall affect or limit the scope of the Sellers' representations and upon reasonable advance written noticewarranties herein or limit the Sellers' liability for any breach of such representations and warranties. In the event of the termination of this Agreement, to the Buyer shall (i) accountants’ work papers relating promptly deliver to the Transferred Books and Records and access to auditors of Seller Sellers all documents containing confidential information obtained by the Buyer from the Sellers, AIG or any of its Affiliates their representatives and (ii) properties certify to the Sellers that the Buyer has destroyed, or caused to be destroyed, documents, work papers and other material generated by the Buyer reflecting confidential information obtained from the Sellers, AIG or their representatives as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof. The Buyer shall at all times prior to the Closing Date, and in the event of termination of this Agreement, cause any information so obtained to be kept confidential and will not use, or permit the use of, such documents, work papers and other materials in its business or in any other manner or for any other purpose except as contemplated hereby and except for any such information that is now or hereafter becomes available to the public through no fault of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant or was in fact known to this Section 6.1 shall be governed the Buyer prior to its disclosure hereunder as evidenced by the terms of the Confidentiality Agreementwritten records.

Access and Information. (a) From Upon reasonable advance notice, Seller shall, and shall cause its Affiliates to, give to Parent, Buyer and their officers, employees, accountants, counsel and other representatives reasonable access (including for the date purpose of this Agreement until inspection and copying) during Seller's or the Closingapplicable Affiliate's normal business hours prior to the Closing to the Real Property, Purchased Assets, Business Records and Business Employees and to all of Seller's or the applicable Affiliate's properties, books, contracts, commitments, reports of examination and records (excluding confidential portions of personnel and medical records) directly relating to the Business, the Purchased Assets or the Assumed Liabilities (but excluding the Excluded Assets and Excluded Liabilities and subject to any limitations that are reasonably required to preserve any applicable Laws, Seller shall afford attorney-client privilege or Third-Party confidentiality obligation) for the purpose of allowing Parent and Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned Contracts, the Transferred Books and Records and the officers of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to observe Seller's year end audit, including an audit of the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and physical Inventory, (ii) properties conduct appraisals of the Purchased Assets and (iii) conduct environmental due diligence. Seller shall, and shall cause its Affiliates to, assist Parent and Buyer, at Parent's and Buyer's expense, in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to Parent and Buyer for such purposes. In conducting any inspections, sampling, investigations or tests of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result Premises or Leased Premises or in a material environmental Liabilityinstalling any temporary monitoring xxxxx or equipment thereon, provided that Parent, Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to their agents and representatives shall: (i) not interfere in any information that material respect with the operation and maintenance of the Transferred Premises and Leased Premises; (xii) Seller’s counsel advises not damage in any material respect any part of the Transferred Premises and Leased Premises or any personal property owned or held by any Third Party; (after consultation in good faith iii) comply with Buyer’s counsel) that sharing such information would create any potential Liability under all applicable Laws, including U.S. Antitrust Laws, ; (yiv) in the reasonable judgment of Seller would violate any obligation of Seller or any promptly pay when due all of its Subsidiaries with respect to disclosure costs of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (ifall tests, with respect to confidentialityinvestigations, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request examinations performed by or on behalf of Buyer. All information received Parent and Buyer with regard to the Transferred Premises and Leased Premises; (vi) not permit any Encumbrances to attach to the Transferred Premises or Leased Premises by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms reason of the Confidentiality Agreementexercise of its rights hereunder; (vii) repair any damage to the Transferred Premises and Leased Premises resulting directly or indirectly from any such inspection or tests; (viii) carry insurance reasonably requested by Seller, name Seller as an additional insured thereunder, and provide Seller with copies of such insurance; (ix) not reveal or disclose prior to Closing any information obtained concerning the Transferred Premises and Leased Premises to any Third Parties, except as reasonably necessary to effectuate the Closing or except as may be otherwise required by applicable Law; and (x) not take subsurface soil or groundwater samples in the vicinity of the Designated Remedial Action without Seller's consent (which consent shall not be unreasonably withheld or delayed).

Access and Information. (a) From the date of this Agreement hereof until the Closing, subject to reasonable rules, regulations and policies of the Company and any applicable Laws, Seller shall, and shall cause BBHI Holdings, the Company and the Subsidiaries to, (i) afford Buyer Acquiror and its representatives Representatives reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned Contracts, employees of the Transferred Books and Records Company and the officers of Subsidiaries, (ii) furnish or cause to be furnished to Acquiror any financial and operating data and other information that is available with respect to the Transferred Business, Company and the Business as Buyer shall Acquiror from time to time reasonably request in writing requests, including internally generated subscriber, accounts receivable and otherwise as mutually agreed (including pursuant other operational reports with respect to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts Business that are produced in the Ordinary Course, (iii) furnish or cause to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, be furnished to (i) accountants’ work papers Acquiror any information relating to the Transferred Books Company or the Subsidiaries and Records such other assistance as is reasonably necessary to satisfy the periodic reporting obligations of Acquiror and access to auditors of Seller or any of its Affiliates and (iiiv) properties instruct the employees of the Transferred Business Company and the Subsidiaries, and its counsel and financial advisors, to reasonably cooperate with Acquiror in connection with the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, foregoing; provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer Acquiror have access to (i) any information that (x) based on advice of Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information , would create any potential Liability under violate applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller or would violate destroy any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (zy) that constitutes Customer Proprietary Network Information in Seller’s reasonable judgment, would (A) result in the disclosure of any trade secrets or other than as permitted by proprietary or confidential information of third parties or (B) violate any obligation of BBHI Holdings, the rules and regulations Company, the Subsidiaries or any Affiliate of any of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures foregoing with respect to confidentiality; provided that in each case Seller, BBHI Holdings, the Company and the Subsidiaries shall have used commercially reasonable efforts to permit the disclosure of such information and information; it being further understood that Buyer Acquiror shall reimburse Seller promptly for out-of-pocket reasonable out expenses of pocket costs and expenses incurred by Seller Seller, BBHI Holdings, the Company, the Subsidiaries or any of its Subsidiaries their Affiliates incurred in complying with any such request by or on behalf of BuyerAcquiror. All information received by Buyer or its representatives pursuant to this Section 6.1 5.1(a) shall be governed by the terms of the Confidentiality Agreement.

Access and Information. Upon reasonable notice, each of the Company and the Acquiror shall (aand shall cause each of its subsidiaries to) From afford to the date other and their representatives (including, without limitation, directors, officers and employees of this Agreement until the Closingother party hereto and its affiliates and counsel, subject accountants and other professionals retained by it) such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as the Acquiror or the Company reasonably requests; provided, however, that neither the Company nor the Acquiror shall be required to provide access to any applicable Laws, Seller shall afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to such information if the Assigned Contracts, the Transferred Books and Records and the officers providing of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to such access (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and would violate a binding contractual obligation, (ii) properties of the Transferred Business to the extent that circumstances arise that could would, as advised by outside counsel, be reasonably be expected likely to result in a material environmental Liability, provided that Buyer the loss or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit impairment of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information or (iii) would be precluded by any law, ordinance, regulation, judgment, order, decree, license or permit of any governmental entity. Any access granted to the Company and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives the Acquiror pursuant to this Section 6.1 5.4 shall not in any way limit any representation or warranty set forth in this Agreement. The rights and obligations of each of the Acquiror and the Company pursuant to the Confidentiality Letter Agreement, dated October 22, 1998 ("Confidentiality Agreement"), between the Acquiror and the Company, shall survive the execution and delivery of this Agreement, and all information heretofore and hereafter obtained by the Acquiror, the Company or any of their advisors pursuant to this Section 5.5 or otherwise shall be governed deemed to be covered by the terms Confidentiality Agreement (subject to the exceptions provided for therein), and in the case of the Acquiror, shall remain subject to the provisions of such Confidentiality AgreementAgreement until the Effective Time and, in the case of the Company shall remain subject to the provisions of such Confidentiality Agreement in accordance with the terms thereof.

Access and Information. Parent and Merger Sub acknowledge that Parent, Merger Sub, their Non-Party Affiliates and their representatives have (a) From conducted to their satisfaction an independent investigation, examination, analysis and verification of the date business, financial condition, results of this Agreement until operations, assets, liabilities, properties, prospects and projected operations of the Closing, subject to any applicable Laws, Seller shall afford Buyer Company and its representatives reasonable accessSubsidiaries and their respective businesses, during regular including Parent and Merger Sub’s own estimate of the value of the business hours of the Company and upon reasonable advance written notice, its Subsidiaries; (b) been afforded access to the Assigned Contractsbooks and records, facilities and officers, directors, managers, employees and other representatives of the Transferred Books Company and Records its Subsidiaries for purposes of conducting a due diligence investigation with respect thereto to their satisfaction; (c) received materials and information requested by Parent, Merger Sub or their representatives for purposes of conducting their independent due diligence investigation to Parent’s and Merger Sub’s satisfaction; and (d) had full access to and the officers opportunity to review all of the Transferred Businessdocuments in the “data room” maintained by the Company or otherwise provided to Parent or its representatives on behalf of the Company. In making their determination to proceed with the Transactions, Parent, Merger Sub and each of their Non-Party Affiliates have relied solely on the results of such independent investigation and verification and on the representations and warranties of the Company expressly and specifically set forth in Article IV (as Buyer shall from time to time reasonably request qualified by the Disclosure Schedules with respect thereto), any Related Document and in writing and otherwise as mutually agreed (including the certificate delivered by the Company pursuant to the Cutover Plan Support AgreementSection 8.2(c). Seller shall use its reasonable best efforts to afford Buyer Each of Parent and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that Merger Sub is (x) Seller’s counsel advises (after consultation knowledgeable about the industries in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Lawswhich the Company and its Subsidiaries operate, (y) capable of evaluating the merits and risks of the Transactions and (z) able to bear the substantial economic risk of such investment for an indefinite period of time. In connection with Parent’s and Merger Sub’s independent investigation and verification, Parent and Merger Sub, as well as their Non-Party Affiliates or representatives, may have received from the Company or its Subsidiaries, Affiliates or representatives certain projections and other forecasts, including projected financial statements, cash flow items, certain business plan information and other data related to the Company or its Subsidiaries. Parent and Merger Sub acknowledge that (i) there are uncertainties inherent in attempting to make such projections, forecasts and plans, (ii) Parent and Merger Sub are familiar with such uncertainties and are taking full responsibility for making their own evaluation of the reasonable judgment adequacy and accuracy of Seller would violate any obligation of Seller or any of its Subsidiaries all projections, forecasts and plans so furnished to them, and (iii) Parent, Merger Sub and their Non-Party Affiliates and representatives shall have no claim against anyone with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (ifthe foregoing. Notwithstanding anything to the contrary contained herein, with respect the foregoing limitations shall not apply to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly claim for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality AgreementFraud.

Access and Information. (a) From the date of this Agreement hereof until the Closing, subject to any applicable LawsA/N shall, Seller and shall afford Buyer cause Bengal and its representatives Subsidiaries to, (i) afford Cheetah and its Representatives reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned Contractsemployees of Bengal and its Subsidiaries, the Transferred Books (ii) furnish or cause to be furnished to Cheetah any financial and Records operating data and other information that is available with respect to Bengal and the officers of the Transferred Business, Bengal Business as Buyer shall Cheetah from time to time reasonably request in writing requests, including billing records and otherwise as mutually agreed (including pursuant internally generated subscriber, accounts receivable and other operational reports with respect to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts Bengal Business that are produced in the Ordinary Course, (iii) furnish or cause to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, be furnished to (i) accountants’ work papers Cheetah any information relating to Bengal or its Subsidiaries and such other assistance as is reasonably necessary to satisfy the Transferred Books periodic reporting obligations of Cheetah and Records and access to auditors of Seller or any of its Affiliates and (iiiv) properties instruct the employees of Bengal and its Subsidiaries, and its counsel and financial advisors, to reasonably cooperate with Cheetah in connection with the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liabilityforegoing; provided, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no -41- event shall Buyer Cheetah have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyerbased on advice of A/N’s counsel) that sharing such information , would create any potential Liability under violate applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller or would violate destroy any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (zy) in A/N’s reasonable judgment, would (A) result in the disclosure of any trade secrets or other proprietary or confidential information of third parties or (B) violate any obligation of Bengal or any of its Affiliates with respect to confidentiality; provided, further, that constitutes Customer Proprietary Network Information (other than as permitted by in each case A/N, Bengal and its Subsidiaries shall have used commercially reasonable efforts to make alternative arrangements to permit access to and the rules and regulations disclosure of such information. If any of the FCC); provided further information or material furnished pursuant to this Section 5.1 includes material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened litigation or governmental investigations, each party hereto understands and agrees that in the case parties hereto have a commonality of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures interest with respect to such information matters and it being further understood is the desire, intention and mutual understanding of the parties hereto that Buyer the sharing of such material or information is not intended to, and shall reimburse Seller promptly for reasonable out not, waive or diminish in any way the confidentiality of pocket costs such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided under this Section 5.1 that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyerthe joint defense doctrine. All information received by Buyer or its representatives pursuant to this Section 6.1 5.1(a) shall be governed by the terms of the Confidentiality Agreement.

Access and Information. (a) From the date of this Agreement hereof until the Closing, subject to any applicable LawsApplicable Law, Seller Seller, to the extent not unreasonably disruptive to the Business Employees and the Business, shall, and shall cause its Affiliates and the Company to, afford Buyer Purchaser, its Affiliates, and its representatives their Representatives reasonable access, access during regular normal business hours and upon reasonable advance written noticenotice to the Books and Records, properties, work papers prepared by Seller, its Affiliates or its Representatives, other relevant information of the Company or the Business and senior management and employees of the Company and its agents and auditors, counsel and other Representatives and to the extent in the possession of the Company or the Seller Group and to the extent reasonably required by Purchaser relating to ensuring an orderly and efficient transition of the Business to Purchaser, to prepare for the Closing, to discuss retention of senior management after the Closing and to facilitate the satisfaction of the conditions to the Closing under Article VII; in each case, to the Assigned Contracts, the Transferred Books and Records and the officers extent such document or report is customarily prepared by or on behalf of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant Company or the Seller Group prior to the Cutover Plan Support Agreement). Seller date hereof provided, however, that in no event shall use its reasonable best efforts Purchaser have access to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to any information (i) accountants’ work papers relating that relates to any portion of the Transferred Books and Records and access business of Seller or its Affiliates that is not being transferred pursuant to auditors of this Agreement (including any consolidated, combined, affiliated or unitary Tax Return which includes Seller or any of its Affiliates and or any Tax-related work papers) or (ii) properties the disclosure of the Transferred Business to the extent that circumstances arise that could reasonably be expected to which would or result in a material environmental Liability(A) the waiver of any legal privilege which Seller or any of its Affiliates may possess in discharging their obligations pursuant to this Section 6.4, (B) the disclosure of any trade secrets, (C) the violation of any obligations of Seller or Seller’s Affiliates with respect to confidentiality if Seller or Seller’s Affiliates shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure (provided that Buyer or Seller and its representatives, during such access, Affiliates shall not conduct be required to take any invasive procedures, including sampling Non-Required Action to obtain such consent) or (D) the violation of soil, groundwater, surface water Applicable Law to which Seller or other media; it being understood and agreed any of its Affiliates is subject. In the event that in no event shall Buyer have access to (i) any disclosing information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries Affiliates with respect to disclosure of confidentiality, the Parties shall reasonably cooperate so the information or might be made available in a redacted format, or, if such redaction would result in pertinent information being omitted, Seller shall make such information available if Purchaser delivers confidentiality or eliminate or reduce undertakings reasonably satisfactory to Seller and Purchaser. Notwithstanding anything to the benefit of any legal privilege contrary herein, the auditors and independent accountants of Seller or any of its Subsidiaries (if, with respect Affiliates shall not be obligated to confidentiality, Seller make any work papers available to any Person unless and until such Person has made commercially entered into reasonable efforts to obtain a waiver regarding the possible disclosure from the third and customary third-party to whom it owes an obligation of confidentiality), provided that Seller shall access and confidentiality agreements in good faith use its commercially reasonable efforts to provide such information in a manner form and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually substance acceptable “clean team” procedures with respect to such information and it being further understood that Buyer auditors or accountants. Notwithstanding anything to the contrary herein, neither Seller nor any of its Affiliates shall reimburse Seller promptly for reasonable out be required to disclose to Purchaser or any Representative of pocket costs and expenses incurred by Purchaser any consolidated, combined, affiliated or unitary Tax Return which includes Seller or any of its Subsidiaries in complying with Affiliates or any such request by or on behalf of BuyerTax-related work papers. All Purchaser agrees and acknowledges that all information received by Buyer or made available to Purchaser and its representatives pursuant to this Section 6.1 Affiliates and their respective Representatives hereunder shall be governed by the terms of the Confidentiality AgreementConfidential Information, subject to Section 6.6.

Access and Information. (a) From Between the date of this Agreement until and the Closingearlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, subject to any applicable Lawsupon reasonable prior notice, Seller the Company will give, and shall afford Buyer direct its and its subsidiaries’ officers, employees, agents, consultants, investment bankers, auditors, accountants, legal counsel and other representatives to give, Purchaser and its authorized representatives (including, without limitation, its financial advisors, accountants, environmental consultants, and legal counsel) (collectively, “Representatives”), at all reasonable accesstimes, during regular business hours access as reasonably requested to all personnel, offices, properties and upon reasonable advance written noticeother facilities, and to all data, information, documents, contracts, agreements, commitments, books and records (including work papers) of or pertaining to the Assigned ContractsCompany and any of its subsidiaries, will permit the Transferred Books and Records and foregoing to make such reasonable inspections as they may require and, without limiting the officers foregoing, will furnish Purchaser, as soon as reasonably practicable, with (i) monthly unaudited consolidated statements of operations of the Transferred BusinessCompany and its subsidiaries as of each month then ended and related balance sheet, in the Company’s standard format, excluding footnotes thereto (other than footnotes that address the areas addressed in footnotes 5, 7, 8 and 11 to the financial statements contained in the Company’s Form 10-Q filed for the period ended September 30, 2009, which footnotes may be in summary form), (ii) any monthly Hotelligence or STR reports received by the Company or any of its subsidiaries and (iii) such other financial and operating data and other information with respect to the business and properties of the Company and any of its subsidiaries as Buyer shall Purchaser may from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant request. No such access, inspections or furnishing of information shall have any effect on Purchaser or Merger Sub’s ability to assert that conditions to Closing or to the Cutover Plan Support Agreement)consummation of the Merger have not been satisfied. Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable accessOther than as set forth on Section 4.3(a) of the Company Disclosure Schedule, during regular business hours and upon reasonable advance written noticenotwithstanding the foregoing, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors none of Seller Purchaser, Merger Sub or any of its Affiliates and (ii) properties of the Transferred Business their counsel, environmental consultants, investment bankers, financial sources, lenders or other representatives will, prior to the extent that circumstances arise that could reasonably be expected to result in a material environmental LiabilityClosing Date, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedureson-site environmental site activities of any type, including the conduct of Phase I or Phase II environmental site assessments, monitoring or invasive sampling of soil, groundwater, surface water air, any other environmental media, or other media; it being understood building materials or equipment, pertaining to Environmental Laws or Hazardous Materials and agreed that in no event shall Buyer have access relating to the Company Real Property, or contact any relevant environmental agency. Without the prior consent of the Company’s Chief Executive Officer or Chief Financial Officer (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Lawsnot to be unreasonably withheld, including U.S. Antitrust Lawsconditioned or delayed), (y) in the reasonable judgment none of Seller would violate any obligation of Seller Purchaser, Merger Sub or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of their respective Representatives will contact any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations employee of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer Company or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality Agreementsubsidiaries.

Access and Information. (a) From During the date Interim Period, provided that Purchaser is not in breach of this Agreement until the Closing, subject to any applicable LawsAgreement, Seller shall (and shall cause the Acquired Companies to) afford Buyer Purchaser and its representatives reasonable access, access during regular normal business hours to all Locations, Books and upon reasonable advance written noticeRecords, and Tax Returns with respect to the Acquired Companies and the Locations (and all other information with respect to the Acquired Companies and the Locations required to be provided or made available hereunder), together with the opportunity, at the sole cost and expense of Purchaser, to make copies thereof and to discuss the Assigned Contracts, Business at the Transferred Books Locations with such employees and Records agents of Seller and the officers of the Transferred Business, Acquired Companies as Buyer shall from time to time Purchaser may reasonably request in writing for the purposes of familiarizing itself with the Locations and the Acquired Companies and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use conducting its reasonable best efforts to afford Buyer and its representatives reasonable accessdue diligence activities; provided, during regular business hours and upon reasonable advance written noticehowever, to that (i) accountants’ work papers relating Seller shall be entitled to have its representatives present for any communication with or access to the Transferred Books and Records Records, the employees and access to auditors Seller’s and the Acquired Companies’ assets and properties, (ii) Purchaser shall, and shall cause its Affiliates and representatives to, observe and fully comply with all health, safety and security rules, regulations, requirements and instructions of Seller and its Affiliates, as applicable, including any limitations on access or related activities that Seller reasonably determines, in light of the COVID-19 Pandemic or any Pandemic Response, would jeopardize the health and safety of Person, (iii) neither Purchaser nor any of its Affiliates or representatives shall conduct any on-site environmental site assessment, compliance evaluation or investigation with respect to the Locations or Seller’s other assets or properties without Seller’s prior written consent (which consent may be provided, conditioned, delayed or withheld in Seller’s sole discretion) and without reasonable consultation with Seller with respect to any such activity. In no event shall Purchaser or any of its Affiliates or representatives conduct any subsurface investigation or other form of sampling or testing of any environmental media, and (iiiv) properties such access shall not damage any of Seller’s or the Transferred Business Acquired Companies’ assets or unreasonably interfere with the Business. Additionally, Seller and the Acquired Companies shall not be required to grant access or furnish information to Purchaser or any of Purchaser’s representatives to the extent that circumstances arise such information is subject to an attorney/client or attorney work product privilege or that could reasonably be expected to result in a material environmental Liabilitysuch access or the furnishing of such information is prohibited by an existing Contract or agreement, provided that Buyer or its representatives, during such access, and Purchaser shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any personnel records of the Acquired Companies, however, it shall not have access to personnel records of the Acquired Companies relating medical histories or other information that (x) in Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in opinion are sensitive or the reasonable judgment disclosure of Seller would violate any obligation of which could subject Seller or any the Acquired Companies to risk of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality Agreementliability.

Access and Information. (a) From the date hereof until the Closing Date (or earlier termination of this Agreement until in accordance with the Closingterms hereof), subject to any applicable LawsLaw and subject to any applicable privileges (including attorney-client privilege), Seller trade secrets and contractual confidentiality obligations, upon reasonable prior notice, Vendor shall use its commercially reasonable efforts to: (i) afford Buyer and its representatives Representatives reasonable access, during regular normal business hours and upon reasonable advance written noticehours, to the Assigned Contractsbooks, data, files, information and records, offices and properties of the Transferred Books Conveyed Entities, Vendor (to the extent relating to the ENSTAR Assets) and Records APC (to the extent relating to the APC Assets) (or, upon completion of the Pre-Closing Reorganization, NewCo, New APC, New ENSTAR or any Conveyed Subsidiary Entity); (ii) furnish to Buyer such additional financial and operational data and other information regarding the Conveyed Entities and the officers of the Transferred Business, Conveyed Entity Assets as Buyer shall may from time to time reasonably request in writing request; and otherwise as mutually agreed (including pursuant iii) make available to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours Affiliates the employees of Vendor and upon reasonable advance written notice, to its Affiliates (i) accountants’ work papers relating to the Transferred Books extent related to the Business) as are reasonably requested by Buyer. In no event shall the auditors and Records and access to auditors independent accountants of Seller Vendor or any of its Affiliates (including the Conveyed Subsidiary Entities and, once formed, NewCo, New APC and (iiNew ENSTAR) properties of the Transferred Business be obligated to the extent that circumstances arise that could reasonably be expected make any work papers available to result in any Person unless and until such Person has signed a material environmental Liability, provided that Buyer or its representatives, during customary confidentiality and hold harmless agreement relating to such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) work papers in form and substance reasonably acceptable to such auditors or independent accountants. Notwithstanding any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment other provision of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentialitythis Section 8.1(a), provided Vendor may require that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and information otherwise required to be provided to Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 8.1(a) shall be governed provided only to external legal counsel and external experts of Buyer. Nothing discovered pursuant to this Section 8.1 shall limit any claims by the terms Buyer for Fraud of the Confidentiality AgreementVendor or any claims that any conditions set forth in Section 9.1 have not been satisfied.

Access and Information. (a) From and after the date of this Agreement and until the ClosingClosing Date, subject in all respects to any applicable Lawstheir compliance with the terms of the Existing Non-Disclosure Agreement, Seller shall afford give to Buyer and its representatives Affiliates, and their respective officers, employees, accountants, counsel and other representatives, reasonable access, access during regular business Seller’s normal operating hours and upon reasonable advance written notice, to the Assigned ContractsProperty (and shall coordinate with FRMC in order to ensure FRMC likewise provides Buyer with access to the same), books, contracts, commitments, reports of examination and records relating exclusively to the Foundry Operation, the Transferred Books and Records Foundry Operation Employees, the Purchased Assets, the Real Property and the officers of the Transferred BusinessAssumed Liabilities; provided, as however, in each case that, if requested by Seller, Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives shall from time to time reasonably request in writing and otherwise as mutually agreed (be accompanied at all times by a person designated by Seller, including pursuant to the Cutover Plan Support Agreement)without limitation Seller’s legal counsel. Seller shall use its reasonable best efforts to afford reasonably assist Buyer and its Affiliates, and their respective officers, employees, accountants, counsel and other representatives, in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating be reasonably available to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liabilitythem for such purposes, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of any out-of-pocket costs arising therefrom. Subsequent to mutual execution of this Agreement, Buyer and expenses incurred by Seller or shall jointly work together in good faith to prepare and/or revise, prior to the Closing, any of the exhibits and schedules attached to this Agreement to the mutual satisfaction of both, it being acknowledged and agreed that such documents may not be in final form. Seller shall appoint a financial representative, and make its Subsidiaries best efforts, to assist Buyer with Buyer’s reasonable requests for additional financial information concerning the Foundry Operation during the period beginning on the Effective Date and ending on the date which is 45 days after the Closing Date, all as necessary to complete an audit of Seller’s financials concerning the Foundry Operation in complying with any such request by or on behalf of order to complete Buyer. All information received by Buyer or its representatives ’s required SEC filing (including pursuant to this Section 6.1 SXX Xxxxxxxxxx 00 XXX 210.3-05 - Financial statements of businesses acquired or to be acquired) which is due no later than 70 calendar days after the Closing Date. Buyer agrees to engage an accounting consultant at its sole cost to determine if the Buyer can be reasonably successful in seeking a waiver from the SEC for audited historical financial statements for the Seller, although Buyer and Seller acknowledge and agree that there shall be governed by no guarantee that the terms SEC will approve the waiver, if submitted in Buyer’s reasonable discretion based on the advice of the Confidentiality Agreementsuch accounting consultants.

Access and Information. Upon reasonable prior notice and subject to Applicable Law, the Company shall, and shall cause the Company Subsidiaries and the officers, directors, employees and agents of the Company and the Company Subsidiaries to, afford to Parent and its financial advisors, legal counsel, financing sources, accountants or other advisors, agents or authorized representatives (acollectively, “Representatives”) From reasonable access during normal business hours and without undue disruption of normal business activity during the date period prior to the earlier of the Effective Time and the termination of this Agreement until the Closingto all of its books, subject to any applicable Lawsrecords, Seller shall afford Buyer properties, premises and its representatives reasonable accesspersonnel and all other financial, during regular business hours operating and upon reasonable advance written noticeother data and information as Parent may reasonably request; provided, to the Assigned Contracts, the Transferred Books and Records and the officers of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to that (i) accountants’ work papers relating the Company and the Company Subsidiaries shall not be obligated to the Transferred Books and Records and provide access to auditors of Seller or (A) any of its Affiliates and information that is competitively sensitive, (iiB) properties of the Transferred Business to the extent any information that circumstances arise that could would reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling the loss of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries attorney-client privilege with respect to disclosure of such information or confidentiality or eliminate or reduce (provided, that the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller Company shall in good faith use its commercially reasonable efforts to provide allow for such information access or disclosure in a manner and form that would not reasonably be expected to jeopardize the attorney-client privilege), (C) any information that would result in a breach of an agreement to which the Company or any of the Company Subsidiaries is a party, (D) any information that, in the reasonable judgment of the Company after consultation with counsel, would violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, Applicable Law or (zE) any information that constitutes Customer Proprietary Network Information (other than as permitted by is reasonably pertinent to any litigation in which the rules Company or any Company Subsidiary, on the one hand, and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller Parent or any of its Subsidiaries in complying with any such request by or Affiliates, on behalf of Buyer. All information received by Buyer or its representatives the other hand, are adverse parties, (ii) no investigation pursuant to this Section 6.1 8.1 shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement and (iii) the Company and Company Subsidiaries shall not be governed required to conduct, or permit Parent or any of its Representatives to conduct, any environmental investigation or sampling of soil, air, surface water, building material, groundwater or other environmental media relating to any Company Real Property. Without limiting the generality of the foregoing, Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Parent or its Representatives intend to conduct or review, as applicable. Each party shall continue to abide by the terms of the confidentiality agreement between Xxxxxxxx Broadcast Group Inc. and the Company, dated January 30, 2013 (the “Confidentiality Agreement”). Prior to any entry upon or physical inspection of any Company Real Property pursuant to this Section 8.1, Parent shall execute and deliver to the Company an access and indemnity agreement in a commercially reasonable form to be provided by the Company and shall provide evidence of liability insurance coverage reasonably acceptable to the Company.

Access and Information. (a) From On and after the date of this Agreement until the Closinghereof, subject to any applicable Lawsupon reasonable prior notice, Seller shall afford Buyer give to Purchaser and its counsel, agents, representatives reasonable access, during regular business hours and upon reasonable advance written notice, designees full access to the Assigned Contracts, the Transferred Books and Records Property and the officers right to enter upon the Property and make or conduct soil tests, engineering studies, inspections and examinations of the Transferred BusinessProperty and all components thereof, as Buyer shall from time to time reasonably request including but not limited to, all utility and mechanical systems serving or in writing and otherwise as mutually agreed (including pursuant any way related to the Cutover Plan Support Agreement). Seller Property, environmental, architectural, space planning, and landscaping studies, surveys, plans, drawings, or investigations and such other inspections or surveys thereof as Purchaser may desire, except that any invasive testing shall use its require Seller's reasonable best efforts consent, and full access to afford Buyer all books, records, contracts and its representatives reasonable accesscommitments directly related to the operation of the Property, during regular business hours and upon reasonable advance written noticeSeller's last Form 10K and Form 10Q, to and will furnish all such information and documents (icertified, if requested) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties operation of the Transferred Business Property as Purchaser and its counsel, agents, other representatives and designees may reasonably request. Seller shall, upon request of Purchaser, furnish Purchaser with copies of all such items and material. In conducting the foregoing investigations, Purchaser and its agents and representatives shall use reasonable good faith efforts to not unreasonably disrupt Seller's business operations at the Property. Purchaser acknowledges that FDA regulations prohibit entry to the extent that circumstances arise that could reasonably Buildings during the course of Seller's production runs. Purchaser will not disclose any confidential information obtained from Seller to others (except for Purchaser's counsel, agents and other representatives involved in this transaction, each of which shall be expected bound by an agreement to result keep such information confidential and to return such information to Purchaser in a material environmental Liabilitythe event this Agreement is terminated). In the event this Agreement is terminated, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation Purchaser will use reasonable efforts in good faith to keep confidential any information (unless readily ascertainable from public information or sources or otherwise required by law to be disclosed) obtained from Seller in connection with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Lawsthe transactions contemplated by this Agreement and will return to Seller all documents, work papers and other written material obtained by Purchaser from Seller. In connection with Purchaser's entry onto the Property to conduct tests, studies and examinations, Purchaser shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including U.S. Antitrust Lawsreasonable attorneys' fees and disbursements, (y) in the reasonable judgment of Seller would violate arising from any obligation of Seller bodily injury, property damage or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilegemechanics' lien claim caused by Purchaser, or (z) that constitutes Customer Proprietary Network Information (other than as permitted the firms retained by the rules Purchaser to conduct specific examinations and regulations of the FCC); provided further that in the case of competitively sensitive informationtests, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 7.2; provided, however, Purchaser's foregoing obligations shall be governed not include any obligation or duty with respect to claims (including claims that the Property has declined in value) arising out of, resulting from or incurred in connection with (i) the discovery, presence or Release of any Hazardous Substances, unless such presence or Release was caused by Purchaser or its agents and other representatives, or (ii) the terms results, findings, tests or analyses of Purchaser's environmental investigation of the Confidentiality AgreementProperty.

Access and Information. 6.1.1 Prior to the Closing, the Purchasers shall be entitled to make or cause to be made such investigation of the Consolidated Companies, including environmental testing, including the testing of soil, water and air and other samples, and the financial and legal condition thereof, as each of the Purchasers deems necessary or advisable, and the Corporations and the Sellers shall cooperate with any such investigation; provided, however, in the case of any such environmental testing on properties leased to any of the Consolidated Companies or their Affiliates, such testing shall be conducted, if at all, subject to the terms of the applicable lease. In furtherance of the foregoing, but not in limitation thereof, the Sellers and the Corporations shall (a) From permit the date Purchasers and their agents and representatives or cause them to be permitted to have full and complete access to the premises, books and records of this Agreement until the Closing, subject to any applicable Laws, Seller shall afford Buyer and its representatives Consolidated Companies upon reasonable access, not ice during regular business hours and upon reasonable advance written noticehours, (b) furnish or cause to be furnished to the Assigned ContractsPurchasers such financial and operating data, projections, forecasts, business plans, strategic plans and other data relating to the Transferred Books and Records and Consolidated Companies as the officers of the Transferred Business, as Buyer Purchasers shall request from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant c) cause their accountants (subject to the Cutover Plan Support Agreement). Seller execution of such documents as shall use its reasonable best efforts be reasonably requested by such accountants) to afford Buyer furnish to the Purchasers and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, the Purchasers' accountants access to (i) accountants’ all work papers relating to the Transferred Books and Records and access to auditors of Seller or Consolidated Companies for any of its Affiliates and (ii) properties of the Transferred Business periods covered by any financial statements delivered to the extent that circumstances arise that could reasonably be expected Purchasers pursuant to result in a material environmental Liabilitythis Agreement. Prior to the Closing, provided that Buyer or its representatives, during such access, the Purchasers shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood (and agreed that in no event shall Buyer have access to (icause their Subsidiaries not to) use any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives obtained pursuant to this Section 6.1 shall be governed for any purpose unrelated to the transactions described in this Agreement, except to the extent required by law. Except with respect to publicly available documents, in the event that this Agreement is terminated, th e Purchasers will deliver to the Parent Seller all documents obtained by the terms Purchasers from the Consolidated Companies or the Sellers in confidence and any copies thereof in the possession of the Confidentiality AgreementPurchasers or their agents and representatives or, at the option of the Purchasers, the Purchasers shall cause all of such documents and all of such copies to be destroyed and the Purchasers shall certify the destruction thereof to the Corporations and the Sellers.

Access and Information. (a) From the date of this Agreement until the Closing, subject Subject to any applicable Laws, Seller shall afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned Contracts, the Transferred Books and Records and the officers of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality Agreement, at all times during the period commencing upon the execution and delivery hereof by each of the parties hereto and terminating upon the earlier to occur of the Closing or the termination of this Agreement pursuant to and in accordance with the terms of Section 8.1 hereof, the Seller shall permit the Purchaser and its authorized agents and representatives to have reasonable access, upon reasonable notice and during normal business hours, to all Business Employees, assets and properties and all relevant books, records and documents of or relating to the Business, the Purchased Assets and the Assumed Liabilities, including the work papers of Xxxxxx Xxxxxxxx LLP (accountant of the Seller) relating to the Financial Statements, and shall furnish to the Purchaser such information and data, financial records and other documents relating to the Business, the Purchased Assets and the Assumed Liabilities as the Purchaser may reasonably request. Representatives of Purchaser shall be entitled to hold one or more meetings with Business Employees in each jurisdiction upon reasonable notice to Seller and to provide written materials to Business Employees to explain and answer questions about the conditions, policies and benefits of employment with Purchaser. Seller shall be entitled to have one or more representatives at any such meeting. The Seller shall permit the Purchaser and its agents and representatives reasonable access to the Seller's accountants, auditors and suppliers for reasonable consultation or verification of any information obtained by the Purchaser during the course of any investigation conducted pursuant to this Section 6.2, and shall use all commercially reasonable efforts to cause such Persons to cooperate with the Purchaser and its agents and representatives in such consultations and in verifying such information. The Seller shall deliver to the Purchaser (i) unaudited monthly operating statements of the Stations within ten (10) calendar days after the end of each calendar month, (ii) unaudited annual financial statements of the Stations within seventy-five (75) days of the end of the fiscal year, and (iii) on a weekly basis, pacing reports for the ensuing three month period, it being expressly understood and agreed that delivery of any financial information pursuant to this Section 6.2 by the Seller or Xxxxxx Xxxxxxxx LLP, as applicable, to the Purchaser shall not constitute a representation or warranty as to the future financial performance of the Stations or the Business. Notwithstanding anything to the contrary contained in the Confidentiality Agreement, the Purchaser shall have the right to contact the executive officers of the Seller or the general manager, or other senior management personnel, of each of the Stations directly with respect to any information provided, or to be provided, by the Seller pursuant to this Section 6.2.

Access and Information. (a) From the date of this Agreement until Following the Closing, subject to any applicable Lawsupon the reasonable request of the other party, Seller shall afford and Buyer shall, to the extent permitted by Law and confidentiality obligations, grant to the other party and its directors, managers, officers, employees, attorneys, accountants and other advisors or representatives reasonable access(collectively, “Representatives”) during regular business hours and upon subject to reasonable advance written noticerules and regulations of, and without unreasonably interfering with the ongoing business or operations of, the granting party, the right, at the expense of the non-granting party, to inspect and copy the Assigned Contractsbooks, records and other documents in the Transferred Books and Records and granting party’s possession pertaining to the officers operation of the Transferred Business, as Buyer shall from time Business prior to time reasonably request in writing and otherwise as mutually agreed the Closing (including pursuant to the Cutover Plan Support Agreement). Seller shall use its books of account, records, files, invoices, correspondence and memoranda, customer and supplier lists, data, specifications, insurance policies, operating history information and inventory records) for reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to purposes (iother than in connection with any Proceeding brought by (x) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that against Buyer or any of its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water Affiliates or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment by Buyer or any of Seller would violate any obligation of its Affiliates against Seller or any of its Subsidiaries with respect Affiliates); provided, that neither Seller nor Buyer shall be required to disclosure of information or confidentiality or eliminate or reduce the benefit of waive any legal privilege of Seller or (including attorney-client privilege) which any of them may possess in discharging its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives obligations pursuant to this Section 6.1 5.1(a). In no event shall be governed either party have access to the consolidated federal, state or local Tax Returns of the other party. (b) Unless otherwise consented to in writing by Seller and subject to destruction of correspondence and other similar documents in accordance with applicable Law, Buyer agrees to retain all Books and Records in existence on the Closing Date for a reasonable period following the Closing (but in no event longer than seven (7) years following the Closing Date) and to make personnel of Buyer reasonably available to Seller to the extent that access to such personnel is reasonably related to any Excluded Assets or Excluded Liabilities or otherwise necessary for Seller to comply with the terms of the Confidentiality this Agreement., any Ancillary Agreement or any applicable Law or to prepare financial statements of Seller; provided that Buyer shall retain all Books and Records that Seller reasonably requests to be made available pursuant

Access and Information. Subject to the obligations of Buyer and its Representatives in Section 10(b) (ai) of this Agreement, upon reasonable notice, Seller shall grant, or cause to be granted to, Buyer and its counsel, accountants, consultants, financing sources and other authorized representatives, during the period between the date of this Agreement and the Closing Date access during normal business hours to the Purchased Assets and the books and records and other information relating to the operations of the Senior Living Assets. Seller acknowledges that it shall provide access to Buyer and its Representatives to enable Buyer to carry out the Due Diligence Investigation pursuant to the terms of that certain Letter Agreement, dated as of August 9, 2002, by and between Buyer and Seller, as supplemented by that certain Letter Agreement, dated as of August 14, 2002, by and between Buyer and Seller (collectively, the "Access Letter"), the terms of which are incorporated herein by reference. For purposes hereof, any request for access pursuant to the terms of the Access Letter shall be deemed given by Seller as of the end of the third business day following Seller's receipt of such request, unless Seller has objected prior to such time. From the date of this Agreement until through the Closing, subject to any applicable LawsClosing Date, Seller shall afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned Contracts, the Transferred Books and Records and the officers of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding furnish, or cause to be furnished to, Buyer and its Representatives all data and information concerning the possible disclosure from Purchased Assets and the third party to whom it owes an obligation operation of confidentiality), provided that Seller the Senior Living Assets which may reasonably be requested by Buyer and shall in good faith use its all commercially reasonable efforts to provide make available, or cause to be made available, such information in a manner and form that would not personnel of Seller as may reasonably be expected to violate any requested for the furnishing of such obligation with respect to disclosure data. From the date of information this Agreement through the Closing Date, except as otherwise specified or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive informationAccess Letter or except as otherwise approved in advance by Seller, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller not contact or any of its Subsidiaries in complying communicate with any such request by employees, customers of or on behalf of Buyer. All information received by Buyer or its representatives pursuant suppliers to this Section 6.1 the Senior Living Assets without Seller's prior written consent, which consent shall not be governed by the terms of the Confidentiality Agreementunreasonably withheld.

Access and Information. (a) From On and after the date of this Agreement until the Closinghereof, subject to any applicable Lawsupon reasonable prior notice, Seller shall afford Buyer give to Purchaser and its counsel, agents, representatives reasonable access, during regular business hours and designees full access to the Property and the right to enter upon the Property upon reasonable advance written noticeprior notice and make or conduct soil tests, engineering studies, inspections and examinations of the Property and all components thereof, including but not limited to, all utility and mechanical systems serving or in any way related to the Assigned ContractsProperty, the Transferred Books environmental, architectural, space planning, and Records landscaping studies, surveys, plans, drawings, or investigations and the officers of the Transferred Businesssuch other inspections or surveys thereof as Purchaser may desire, as Buyer shall from time and full access to time reasonably request in writing all books, records, contracts and otherwise as mutually agreed (including pursuant commitments directly related to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts Property, including but not limited to afford Buyer present and its representatives reasonable accesspast financial, during regular business hours income and upon reasonable advance written notice, to (i) accountants’ work papers expense data relating to the Transferred Books Property, and Records will furnish all such information and access documents (certified, if requested) relating to auditors the Property and the business related thereto as the Purchaser and its counsel, agents, other representatives and designees may reasonably request including, but not limited to the right to inspect invoices and other data necessary to verify matters contained in the Income Statement and all other financial statements of Seller or any of its Affiliates and (ii) properties of the Transferred Business relating to the extent Property, and will cause Seller's accountants, and any management company that circumstances arise that could reasonably is acting or has acted at any time on Seller's behalf with respect to the Property to do the same. Seller's representatives for this purpose shall be expected (W. Xxxxxxx Xxxxxx,)* Xxxxx Xxxxxxxxx and Xxxxxxx Xxx. Seller shall, upon request of Purchaser, furnish Purchaser with copies of all such items and material. In conducting the foregoing investigations, Seller and its agents and representatives shall use reasonable good faith efforts to result not unreasonably disrupt Seller's business operations at the Property. Purchaser will not disclose any confidential information obtained from Seller to others (except for Purchaser's counsel, agents and other representatives involved in a material environmental Liabilitythis transaction, provided that Buyer or its representativeseach of which shall be bound by an agreement to keep such information strictly confidential and to return such information to Purchaser in the event this Agreement is terminated). In the event this Agreement is terminated, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation Purchaser will use reasonable efforts in good faith with Buyer’s counsel) that sharing such to keep confidential any information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of unless readily ascertainable from public information or confidentiality sources or eliminate or reduce otherwise required by law to be disclosed) obtained from Seller in connection with the benefit of any legal privilege of transactions contemplated by this Agreement and will return to Seller or any of its Subsidiaries (ifall documents, with respect to confidentiality, work papers and other written material obtained by Purchaser from Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality Agreementwhich were marked confidential.

Access and Information. (a) From and after the date of this Agreement and until the ClosingClosing Date, subject to any applicable Laws, each of Seller Parent and Seller shall afford give, and cause the Transferor Entities to give, to Buyer and its Buyer Parent, and their respective officers, employees, accountants, counsel and other representatives (collectively, “Representatives”), reasonable access, during regular business hours and access upon reasonable advance written noticenotice during the Transferor Entities’ normal business hours to all of the Transferor Entities’ properties, books, contracts, commitments, reports of examination and records relating to the Assigned ContractsBusiness, the Employees, the Transferred Books and Records Assets and the officers of the Transferred Business, Assumed Liabilities as Buyer shall may from time to time reasonably request in writing as is necessary to consummate the transactions contemplated by this Agreement and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement)Related Agreements. Each of Seller shall use its Parent and Seller shall, or cause the Transferor Entities to, take commercially reasonable best efforts to afford assist Buyer and its representatives reasonable accessBuyer Parent, during regular business hours and their respective Representatives to be reasonably available to any of them for such purposes upon reasonable advance written notice, notice and as reasonably requested by Buyer from time to (itime. No information or knowledge obtained by Buyer in any investigation pursuant to this Section 5.3(a) accountants’ work papers relating shall affect or be Table of Contents deemed to the Transferred Books and Records and access to auditors modify any representation or warranty of Seller Parent or Seller set forth in this Agreement or otherwise impair the rights and remedies available to Buyer hereunder. Notwithstanding the foregoing, nothing herein will require the Seller, Seller Parent or any Transferor Entity to disclose any information to Buyer, Buyer Parent, or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liabilitytheir respective Representatives if such disclosure would, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would or Seller Parent: (a) cause significant competitive harm to the Business if the transactions herein are not consummated; (b) unreasonably interfere with the Business and operations of the Transferor Entities; (c) violate applicable law, rules or regulations or the provisions of any obligation of Contract to which the Seller, Seller Parent or any of Transferor Entity is party or by which its Subsidiaries with respect to disclosure of information assets are bound; or confidentiality (d) jeopardize any attorney-client or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such other legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller . Buyer and Buyer shall Parent agree upon mutually acceptable “clean team” procedures with respect to such that they will not, and will cause their respective Representatives not to, use any information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives obtained pursuant to this Section 6.1 5.3(a) for any competitive or other purpose unrelated to the consummation of the transactions contemplated by this Agreement and the Related Agreements. Without limiting the foregoing, Buyer, Buyer Parent and their respective Representatives shall be governed by maintain all information received pursuant to this Section 5.3(a) in accordance with the terms of the Confidentiality AgreementAgreements, and Buyer, Buyer Parent and their respective Representatives shall not be permitted to unreasonably interfere with the Transferor Entities or the conduct of the Business.

Access and Information. Prior to the Closing, the Purchaser shall be entitled to make or cause to be made such investigation of the Companies, and the financial and legal condition thereof, as the Purchaser deems necessary or advisable, and the Company and the Sellers shall cooperate with any such investigation. In furtherance of the foregoing, but not in limitation thereof, the Company shall (a) From permit the date of this Agreement until the Closing, subject to any applicable Laws, Seller shall afford Buyer Purchaser and its agents and representatives or cause them to be permitted to have full and complete access to the premises, operating systems, computer systems (hardware and software) and books and records of the Companies upon reasonable access, notice during regular business hours and upon reasonable advance written noticehours, (b) furnish or cause to be furnished to the Assigned ContractsPurchaser such financial and operating data, projections, forecasts, business plans, strategic plans and other data relating to the Transferred Books and Records Companies and the officers of Businesses as the Transferred Business, as Buyer Purchaser shall request from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant c) cause the Accountants to furnish to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer Purchaser and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, accountants access to (i) accountants’ all work papers relating to the Transferred Books and Records and access to auditors of Seller or any of the periods covered by the Financial Statements. Prior to the Closing, the Purchaser shall not use any information provided to it in confidence for any purpose unrelated to the Transaction Agreements. The Sellers and the Company shall not use any information provided to them in confidence by the Purchaser for any purposes unrelated to the Transaction Agreements. Except with respect to publicly available documents, in the event that this Agreement is terminated, (a) the Purchaser will deliver to the Company all documents obtained by it from the Companies or the Sellers in confidence and any copies thereof in the possession of the Purchaser or its Affiliates agents and representatives or, at the option of the Purchaser, the Purchaser shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company and the Sellers and (iib) properties the Sellers and the Company will deliver to the Purchaser all documents obtained by them from the Purchaser in confidence and any copies thereof in the possession of the Transferred Business Company and/or either of the Sellers or their agents and representatives or, at the option of the Company and the Sellers, the Company and the Sellers shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the extent that circumstances arise that could reasonably be expected Purchaser. No investigation by the Purchaser heretofore or hereafter made shall modify or otherwise affect (a) any representations and warranties of the Company or the Sellers made pursuant to result in a material environmental Liabilitythis Agreement, which shall survive any such investigation, or (b) the conditions to the obligation of the Purchaser to consummate the transactions contemplated hereby, provided that Buyer or its representatives, during such access, the Purchaser shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that promptly notify the Sellers in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit writing of any legal privilege facts and circumstances of Seller or any of its Subsidiaries (if, with respect which it obtains knowledge prior to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided Closing that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form indicate that would not reasonably be expected to violate any such representations and warranties are inaccurate in any material respect (except for any representation and warranty which is qualified hereunder as to materiality, as to which such notification shall be given if the Purchaser obtains knowledge that such representation and warranty is inaccurate in any respect); failure to comply with this notification obligation with respect to disclosure of information or confidentiality or eliminate or reduce particular facts and circumstances shall preclude the benefit of Purchaser from relying upon such facts and circumstances in bringing any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly action hereunder for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality Agreementindemnification.

Access and Information. (a) From the date of this Agreement until the ClosingSeller Parties shall, subject to any applicable Lawsand shall cause their Subsidiaries, Seller shall afford accountants, auditors, counsel and other representatives to, give Buyer and its Affiliates and to their respective directors, officers, employees, accountants, agents, counsel, insurance brokers, insurance companies, lenders and other financing sources and other representatives (collectively, "Representatives") reasonable access, access during regular Seller Parties' normal business hours and upon reasonable advance written notice, throughout the period prior to the Assigned Closing to all of Seller Entities' properties, books, Business Contracts, commitments, financial and operating data, Tax Returns and materials related to Taxes, accounting work papers, reports of examination and records relating to the Transferred Books and Records and Acquired Business, the officers Acquired Assets or the Assumed Liabilities. Without limiting the generality of the Transferred Businessforegoing, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable accessAffiliates shall be entitled to make (or cause to be made) such other investigations of the Acquired Business, during regular business hours the Acquired Assets (including the Acquired Companies), the Liabilities, Encumbrances and upon reasonable advance written noticethe condition (financial or otherwise) of such businesses, to assets and liabilities as Buyer or Parent deems necessary or advisable in connection with the transactions contemplated by this Agreement or the Ancillary Agreements (i) accountants’ work papers relating including, but not limited to, conducting prior to the Transferred Books expected Closing Date a physical inspection and Records preparing an inventory of Rental Vehicles and access to auditors of Seller or any of its Affiliates and Support Vehicles (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedureseach case, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (iOwned Vehicles) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner that does not unreasonably interfere with the business of Seller Entities and form that would not otherwise consistent with Prudent Industry Practices), and Seller Parties shall reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying cooperate with any such request by or on behalf of investigations. Upon reasonable notice from Buyer. All , Seller Parties shall furnish to Buyer updated information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality Agreementtype described in Section 3.7(a) and (b) in advance of such physical inspection.

Access and Information. (a) From the date of this Agreement until the Closing, Upon reasonable prior notice and subject to any applicable LawsApplicable Law relating to the exchange of information, Seller the Company shall, and shall cause the Company Subsidiaries to, afford Buyer to Holdco and its representatives Representatives reasonable access, access during regular normal business hours and upon reasonable advance written notice, prior notice and without undue disruption of normal business activity to the Assigned Contractsbooks, the Transferred Books records, personnel and Records and the officers facilities of the Transferred BusinessCompany and furnish reasonably promptly to Holdco such information concerning the business, as Buyer shall from time to time reasonably request in writing properties, contracts, assets, and otherwise as mutually agreed (including pursuant to liabilities and other aspects of the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer Company and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to Subsidiaries as Holdco or its Representatives may reasonably request; provided that (i) accountants’ work papers relating to the Transferred Books Company and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, Company Subsidiaries shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have be obligated to provide access to (iA) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Lawsthat, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller the Company, would result in the loss of attorney-client or other privilege with respect to such information, (B) any information that would result in a breach of an agreement to which the Company or any of the Company Subsidiaries is a party, (C) any information that, in the reasonable judgment of the Company, would violate any Applicable Law or any request or requirement of any Governmental Entity, or may cause significant harm to the Company or its Subsidiaries if the Merger were not consummated, (D) any documents prepared in connection with the consideration of an Alternative Transaction Proposal or (E) materials prepared in connection with the Company Board’s consideration of the Merger (unless otherwise required to be furnished pursuant to this Agreement or Applicable Law) (it being agreed that, in the event that the restrictions of this clause (i) apply, the Company and the Company Subsidiaries shall provide Holdco with a reasonably detailed description of the information not provided and the Company and Holdco shall cooperate in good faith to design and implement alternative disclosure arrangements to enable Holdco to evaluate any such information without violating the applicable privilege or breaching the Company’s obligation to any third party), (ii) no investigation pursuant to this Section 8.1 shall affect any representations or warranties made herein or the conditions to the obligations of Seller the respective parties to consummate the Merger and the other transactions contemplated by this Agreement, and (iii) the Company and the Company Subsidiaries shall not be required to conduct, or permit Holdco or any of its Subsidiaries with respect Representative to disclosure conduct, any environmental investigation or Table of Contents sampling of soil, air, surface water, building material, groundwater or other environmental media relating to any Company Leased Property. Holdco agrees that it will not, and will cause its Representatives not to, use any information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives obtained pursuant to this Section 6.1 8.1 for any competitive or other purpose unrelated to the consummation of the Merger. Without limiting the generality of the foregoing, Holdco shall be governed schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof. Except as otherwise expressly permitted or contemplated by this Agreement, each party shall continue to abide by the terms of the Mutual Nondisclosure Agreement between GL Capital Management GP Limited and the Company, dated October 23, 2015 (the “Confidentiality Agreement”).

Access and Information. (a) From and after the date of this Agreement until the Closing, subject to any applicable LawsSigning Date, Seller shall afford and the Company will give Buyer and its representatives reasonable access, access during regular normal business hours and upon reasonable advance written notice, to the Assigned Contracts, the Transferred Books and Records Records, Facilities (including permission for the drilling of core samples of aggregate reserves located on, in, under and about the Confirmation Sites) and properties of the Company (in each case, subject to the rights of any tenants or subtenants of such Facilities or properties) and will furnish such information and documents in its possession relating to the Company as Buyer may reasonably request (which shall include uninterrupted access to the materials provided to Buyer through the Xxxxxxx Datasite virtual dataroom in connection with Buyer’s due diligence of the Business and the officers of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant Units prior to the Cutover Plan Support Agreementdate hereof). Seller shall use its reasonable best efforts to afford ; provided that Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during shall take such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) action as is deemed necessary in the reasonable judgment of the Company to schedule such access and visits through a representative designated by Seller would violate and in such a way as to avoid disrupting in any obligation material respect the normal business of the Company; and provided, further, that the foregoing shall not require Seller or the Company to disclose any privileged information of Seller, the Company or its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to Subsidiaries. All such information and it being further understood that documents obtained by Buyer shall reimburse Seller promptly for reasonable out be subject to the terms and conditions of pocket costs that letter agreement, dated January 26, 2017, by and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf between Vulcan Materials Company, an Affiliate of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by , and the Company (the “Confidentiality Agreement”) and the terms and conditions of that certain Clean Team Confidentiality Agreement, dated January 28, 2017, by and between Vulcan Materials Company and the Company (the “Clean-Team Agreement” and together with the Confidentiality Agreement, the “Confidentiality Agreements”). For the avoidance of doubt, nothing in this Section 6.4 shall require Seller to disclose any of Seller’s books and records to the extent not relating to the Business. Notwithstanding anything to the contrary set forth in this Agreement, Buyer shall have no right of access to, and Seller and the Company shall have no obligation to provide to Buyer, information relating to any information, the disclosure of which would result in a violation of applicable law.

Access and Information. 4.1.1 During the period commencing on the date hereof and ending on the earlier to occur of (a) From the date Closing and (b) the termination of this Agreement until in accordance with Article 9 (the Closing, subject to any applicable Laws“Pre-Closing Period”), Seller shall afford Buyer and its representatives Representatives reasonable access, during regular business hours and upon reasonable advance written noticeprior notice during normal business hours, to the Assigned Contractsbooks and records of Seller and its Affiliates to the extent related to the Products, the Transferred Books and Records Product Business, the Purchased Assets, Purchased Shares and the officers of Assumed Liabilities (for clarity, excluding the Transferred BusinessExcluded Assets and Excluded Liabilities), as Buyer may reasonably request; provided, however, that (i) such access may be provided through an electronic data room; (ii) the reasonableness of such access and requests shall from time be determined by taking into account, among other considerations, the competitive positions of the Parties; (iii) such access shall be subject to time reasonably request in writing all applicable safety and otherwise as mutually agreed (including pursuant security requirements communicated by Seller to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable accessRepresentative (including any requirements Seller and its Affiliates reasonably believe are necessary in light of the COVID-19 pandemic); and (iv) such access shall not unreasonably disrupt Seller’s ordinary course operations. During the Pre-Closing Period, during regular business hours and upon reasonable advance written noticeBuyer hereby agrees that neither it nor any of its Affiliates or Representatives shall, to (i) accountants’ work papers relating directly or indirectly, contact any licensor, competitor, supplier, distributor or customer of, or service provider to, Seller or any of Affiliates with respect to the Transferred Books Products, the Product Business, the Purchased Assets, the Assumed Liabilities, the Purchased Subsidiary, this Agreement, the Ancillary Agreements or the Transactions, without the prior written consent of Seller, which consent may be withheld in Seller’s sole and Records absolute discretion. The auditors and access to auditors independent accountants of Seller or any of its Affiliates shall not be obligated to make any work papers available to any Person under this Agreement, unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. If so reasonably requested by Seller, Buyer shall, and shall cause its Affiliates (iias applicable) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in to, enter into a material environmental Liability, provided that Buyer customary joint defense agreement with Seller or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries Affiliates with respect to disclosure of any information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts be provided to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality Agreement4.1.1.

Access and Information. (a) From Between the date of this Agreement until and the Closing, subject to any applicable LawsSellers will (i) give Buyer, Seller shall afford Buyer its counsel, financial advisors, auditors and its other authorized representatives reasonable access, upon prior written request and during regular normal business hours and upon reasonable advance written noticehours, to all properties, books, records, and documents of Sellers that are directly related to the Assigned ContractsPurchased Assets or operation of the Pharmacies, (ii) furnish to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Transferred Books and Records Pharmacies and the officers of the Transferred Business, Purchased Assets as Buyer shall from time may reasonably request, (iii) cooperate and prioritize and allocate its resources as reasonably necessary to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford work with Buyer and its representatives reasonable accessrepresentatives, during regular business hours subcontractors and/or agents to ensure proper data conversion, (iv) deliver to Buyer (in electronic form where available) commencing promptly after the date hereof the data reasonably requested by Buyer in order to commence and upon reasonable advance written noticeprogress item match and other transition related planning activities, to and (iv) accountants’ work papers relating to instruct the Transferred Books employees, counsel, financial advisors and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of Sellers to reasonably cooperate with Buyer in connection with the Transferred Business foregoing, in each case, subject to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, applicable Law; provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being is understood and agreed that Buyer has informed Sellers that the access and conduct that is required by this Section 6.11 is critical to its ability to conduct business and service customers of the Pharmacies at Closing, but that such access and conduct must be provided or performed in no event shall Buyer have access a form or manner or pursuant to (i) a process that complies with applicable Law and any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment medical privacy policy of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce Sellers maintained for the benefit of third parties that imposes a legally binding obligation on Sellers or is required to be complied with in order to be in accordance with applicable Law. To the extent that providing access to certain information or personnel or taking certain action under this Section 6.11 would not so comply in a given form or manner or pursuant to a given process, the Parties shall agree on a form or manner of access or conduct that will both enable Buyer to conduct business and service customers of the Pharmacies at Closing and will comply with applicable Law and any legal privilege of Seller or any of its Subsidiaries such policy (ife.g., with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure pricing information may be redacted from the item files and pharmacy reimbursement rates may be redacted from third party to whom it owes an obligation of confidentialityplan information), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality Agreement.

Access and Information. (a) From the date of this Agreement until the Closing, subject to any applicable Laws, Seller Sellers shall afford Buyer and its representatives reasonable Representatives access, during regular business hours and upon reasonable advance written notice, to the Assigned ContractsTransferred Business, including the Transferred Books and Records and the officers of the Transferred BusinessRecords, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other mediawriting; it being understood and agreed that (i) in no event shall Buyer have access to (i) any information that (xu) Seller’s counsel advises is competitively sensitive, (after consultation in good faith with Buyer’s v) based on advice of Sellers’ counsel) that sharing such information , would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (yw) in the reasonable judgment of Seller Sellers would violate any obligation of Seller Sellers or any of its Subsidiaries their respective Affiliates with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of destroy any legal privilege of Seller Sellers or any of its Subsidiaries their respective Affiliates, (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such x) constitutes customers’ proprietary network information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules Communications Act), (y) the privacy policy of Sellers or any of Sellers’ Affiliates prohibits disclosing or (z) constitutes a Prohibited Communication and regulations (ii) Sellers shall not object to any request by Buyer for accountants’ work papers of the FCC)auditors relating to the Audited Financial Statements; provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller Sellers promptly for reasonable out of out-of-pocket costs and expenses incurred by any Seller or any of its Subsidiaries Affiliates in complying with any such request by or on behalf of Buyer. Without limiting the generality of the foregoing but subject to the limitations set forth above, from the date of this Agreement until the Closing, subject to any applicable Laws, Sellers and their Representatives shall provide Buyer or any Affiliate thereof (each such entity, an “Applicable Reporting Company”), at the sole expense of Buyer and to the extent reasonably obtainable by Sellers, with reasonable access to the financial information of the Transferred Business, as such Applicable Reporting Company may require in order to obtain or develop historical and/or pro forma financial information and other disclosures required by such Applicable Reporting Company to comply with its public reporting obligations under the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, including but not limited to the requirements of Form 8-K, Form S-3, Rule 3-05 of Regulation S-X, Article 11 of Regulation S-X and any related interpretive guidance promulgated by the SEC, provided that, in each case, Buyer has provided prior written notice to Sellers of such reporting obligation: (A) sufficiently in advance of the due date for any report required to be filed under the Exchange Act (each, an “Exchange Act Report”) or the desired filing date of any registration statement (including any pre- or post-effective amendment thereto or any prospectus or prospectus supplement in respect thereof; each, a “Registration Statement & Prospectus”); and (B) with sufficient detail of the information requirements from Sellers to be included in such Exchange Act Report or Registration Statement & Prospectus, in each case, to provide Sellers with a reasonable opportunity to assist with such request under the circumstances. All information received by Buyer or its representatives Representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality Agreement.

Access and Information. (c) Upon reasonable prior notice and subject to Applicable Law, the Company shall, and shall cause the Company Subsidiaries to, afford to Parent and its financial advisors, legal counsel, financing sources, accountants or other advisors, agents or authorized representatives (collectively, “Representatives”) reasonable access during normal business hours and without undue disruption of the normal business activities of the Company and the Company Subsidiaries, during the period prior to the earlier of the Effective Time and the termination of this Agreement, to all of its or their respective books, records, properties, premises and personnel and all of its or their other financial, operating and other data and information as Parent may reasonably request; provided that (a) From the date of this Agreement until the Closing, subject to any applicable Laws, Seller shall afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned Contracts, the Transferred Books and Records Company and the officers of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or its representatives, during such access, Company Subsidiaries shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have be obligated to provide access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) result in the reasonable judgment loss of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal attorney-client privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to provide such information in a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information (provided that the Company shall use commercially reasonable efforts to allow such access or disclosure in a manner that does not result in loss or waiver of such privilege, including, but not limited to, entering into appropriate common interest or similar agreements on customary terms with Parent), (ii) any information that would result in a breach of an agreement to which the Company or any of the Company Subsidiaries is a party (provided that the Company shall use reasonable efforts to obtain any required consent or waiver of such counterparty to allow such access or disclose such information, and it being further understood failing the receipt of such consent or waiver, shall use commercially reasonable efforts to make appropriate substitute disclosure and/or access arrangements), and (iii) any information that Buyer would violate any Applicable Law, (b) no investigation pursuant to this Section 8.1 shall reimburse Seller promptly for reasonable out affect any representations or warranties made herein or the conditions to the obligations of pocket costs the respective parties to consummate the Merger and expenses incurred the other transactions contemplated by Seller this Agreement and (c) the Company and Company Subsidiaries shall not be required to conduct, or permit Parent or any of its Subsidiaries in complying with Representatives to conduct, any such request by environmental investigation or on behalf sampling of Buyersoil, air, surface water, building material, groundwater or other environmental media relating to any Company Real Property. All information received by Buyer or its representatives pursuant Each party shall continue to this Section 6.1 shall be governed abide by the terms of the confidentiality agreement between CVS Health Corporation and the Company, dated April 21, 2015 (the “Confidentiality Agreement”).

Access and Information. (a) From the date of this Agreement until the Closing, Upon reasonable prior notice and subject to any applicable Laws, Seller shall afford Buyer and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned ContractsApplicable Law, the Transferred Books Company shall, shall cause the Company Subsidiaries to, and Records and the officers of the Transferred Business, as Buyer shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to cause any JV Entities to (x) afford Buyer to Parent and its Affiliates and its and their respective directors, officers, employees, financial advisors, legal counsel, financing sources, accountants or other advisors, agents or authorized representatives (collectively, “Representatives”) reasonable access, access during regular normal business hours and upon reasonable advance written noticewithout undue disruption of the normal business activities of the Company, the Company Subsidiaries and the JV Entities, during the period prior to the earlier of the Effective Time and the termination of this Agreement, to (i) accountants’ work papers relating to the Transferred Books and Records and access to auditors of Seller or any all of its Affiliates or their respective books, records, properties, premises and personnel and all of its or their other financial, operating and other data and information as Parent may reasonably request and (iiy) properties furnish as promptly as reasonably practicable such information concerning the business, properties, Contracts, Taxes, assets and liabilities of the Transferred Business to Company and the extent Company Subsidiaries as Parent may reasonably request; provided, that circumstances arise that could reasonably be expected to result in a material environmental Liability(a) the Company, provided that Buyer or its representatives, during such access, the Company Subsidiaries and the JV Entities shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have be obligated to provide access to (i) any competitively sensitive information (provided, that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the Company and the Company Subsidiaries shall use reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made commercially reasonable best efforts to obtain a waiver regarding redact or withhold only as much information as necessary to permit the possible disclosure from the third party to whom it owes an obligation sharing with Parent of confidentiality), provided that Seller shall in good faith use its commercially reasonable efforts to otherwise competitively sensitive information and or provide such information in to a manner and form that would not reasonably be expected to violate any such obligation with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC); provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures for review), (ii) any information that would result in the loss of attorney-client privilege with respect to such information (provided, that the Company shall use reasonable best efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (iii) any information, properties or premises that would result in a breach of an agreement to which the Company or any of the Company Subsidiaries is a party, including any lease provisions (provided that the Company shall use reasonable best efforts to secure the consents of any necessary third parties to be able to share such information with Parent), (iv) any information that would violate any Applicable Law or (v) any information that is reasonably pertinent to any litigation in which the Company or any Company Subsidiary, on the one hand, and it being further understood that Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred by Seller Parent or any of its Subsidiaries in complying with any such request by or Affiliates, on behalf of Buyer. All information received by Buyer or its representatives the other hand, are adverse parties, (b) no investigation pursuant to this Section 6.1 8.1 shall affect or be governed deemed to modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement and (c) the Company and Company Subsidiaries shall not be required to conduct, or permit Parent or any of its Representatives to conduct, any invasive environmental investigation or sampling of soil, air, surface water, building material, groundwater or other environmental media at or relating to any Company Real Property. Without limiting the generality of the foregoing, Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days’ prior written notice thereof, setting forth the inspection or materials that Parent or its Representatives intend to conduct or review, as applicable. Each party shall continue to abide by the terms of the confidentiality agreement between Apollo Management VIII, L.P. and the Company, dated October 3, 2017, as amended on May 10, 2018 (the “Confidentiality Agreement”).