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. (b) Following the Closing, upon the request of the other party, Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller shall have no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following the Closing Date, Seller will transfer, or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested records.

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); it being understood that Buyer shall not conduct any environmental sampling without the prior written consent of Seller, provided which consent may be withheld in Seller’s reasonable discretion. All requests made pursuant to this Section 5.1(a) shall be directed to an executive officer of Seller or such Person or Persons as may be designated by Seller. All information received pursuant to this Section 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. (b) From the date hereof until the Closing, subject to applicable Laws, Buyer shall, and shall cause Parent and its Controlled Affiliates to, (i) afford Seller and its authorized representatives reasonable access, during regular business hours and upon reasonable advance notice, to the Parent Business, (ii) furnish, or cause to be furnished, to Seller any financial and operating data and other information with respect to the Parent Business, the Exchange, the Redemptions or in furtherance of the Transaction as Seller from time to time reasonably requests and (iii) instruct its employees, and its counsel and financial advisors to cooperate with Seller in its investigation of the Parent Business including instructing its accountants to give Seller access to their work papers; provided, however, that in no event shall Seller have access to any information that, based on advice of Buyer’s counsel, would (A) reasonably be expected to create Liability under applicable Laws, including U.S. Antitrust Laws, or waive any material legal privilege (provided, that in such latter event Buyer and Seller shall in good faith use its commercially reasonable efforts to provide cooperate to permit disclosure of such information in a manner and form that would not reasonably be expected to consistent with the preservation of such legal privilege), (B) result in the disclosure of any trade secrets of third parties or (C) violate any such obligation of Parent with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilegeso long as, 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 confidentiality, to the extent specifically requested by Seller, Buyer or Parent 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; it being further understood that Seller shall not conduct any environmental sampling without the prior written consent of Buyer, which consent may be withheld in Buyer’s absolute discretion. All requests made pursuant to this Section 5.1(b) shall be directed to an executive officer of Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred or such 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 Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 5.1(b) shall be governed by the terms of the TWX Confidentiality Agreement. No information or knowledge obtained in any investigation by Seller pursuant to this Section 5.1(b) shall affect or be deemed to modify any representation or warranty made by Buyer hereunder. (bc) Following the Closing, upon the request Closing and until all applicable statutes of the other partylimitations (including periods of waiver) have expired, Buyer agrees to retain all Books and Seller shallRecords in existence on the Closing Date, and to the extent permitted by LawLaw and confidentiality obligations existing as of the Closing Date, make available grant to the requesting party Seller and its representatives copies during regular business hours and subject to reasonable rules and regulations, the right, at the expense of all financialSeller, Tax (i) to inspect and other information pertaining copy the Books and Records and (ii) to have personnel of Buyer made reasonably available to them or have Buyer otherwise cooperate to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilitiesextent reasonably necessary, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested including in connection with (iA) preparing and filing Tax Returns and/or any Tax inquiry, audit, investigation or dispute, (B) any audit litigation or other investigation by any Taxing authority or any required returns(C) the claims resolution, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with plan administration and case closing processes in the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the ClosingReorganization Case; provided, however, that in no event shall Seller have access to any information that, based on advice of Buyer’s counsel, would (1) reasonably be expected to create Liability under applicable Laws, including U.S. Antitrust Laws, or waive any material legal privilege (provided, that in such latter event Buyer and Seller shall use commercially reasonable efforts to cooperate to permit disclosure of such information in a manner consistent with the preservation of such legal privilege), (2) result in the disclosure of any trade secrets of third parties or (3) violate any obligation of Buyer with respect to confidentiality (provided, that with respect to clause (3), to the extent specifically requested by Seller, Buyer or Parent has in good faith sought to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality). In no event shall Seller or its representatives have no obligation access to provide the Tax Returns of Buyer. No Books and Records shall be destroyed by Buyer without first advising Seller in writing and giving Seller a reasonable opportunity to obtain possession thereof at the transferee’s expense. All information received pursuant to this Section 5.1(c) shall be governed by the terms of Section 5.1(e). (d) Following the Closing and until all applicable statutes of limitations (including periods of waiver) have expired (and with respect to Tax Returns, until the later of (I) the five year anniversary of the Closing and (II) the expiration of the statute of limitations with respect to such Tax Return), Seller agrees to retain all Books and Records in existence on the Closing Date and not transferred to Buyer (the “Retained Books and Records”), and to the extent permitted by Law and confidentiality obligations existing as of the Closing Date, (i) convey to Buyer copies of any Consolidated Tax ReturnReturns of Seller or its Subsidiaries relating to periods (or portions thereof) ending on or after December 31, 1999 and on or before the Closing (including any amended Tax Returns relating to such periods that are filed by Seller after the Closing) (ii) grant to Buyer and its representatives the right, at the expense of Buyer and subject to reasonable rules and regulations, to inspect and make copies of any other Tax Returns of Seller or any of its Subsidiaries relating to periods (or portions thereof) ending on or before the Closing and any workpapers and tax software related to the Tax Returns described in clauses (i) or (ii) any matters relating hereof, (iii) grant to insurance coverageBuyer and its representatives during regular business hours and subject to reasonable rules and regulations the right to inspect and make copies of Retained Books and Records not described in clauses (i) or (ii) hereof, third-party litigationand (iv) grant to Buyer and its representatives during regular business hours and subject to reasonable rules and regulations, claimsthe right, proceedings and investigations pertaining at the expense of Buyer, to have personnel of Seller made reasonably available to them or have Seller otherwise cooperate to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicableextent reasonably necessary, in each case case, including in connection with (A) preparing and filing Tax Returns and/or any Tax inquiry, audit, investigation or dispute or (B) any litigation or investigation; provided, however, that in no event may Buyer or its representatives inspect, examine, review, distribute or disclose in any form the specific contents of any of Seller’s or its Subsidiaries’ income or franchise Tax Returns (or copies thereof) provided by Seller either at Closing or at a later date or of workpapers or tax software related to any such income or franchise Tax Returns (or copies thereof) until the specific contents of such income or franchise Tax Returns become relevant to Buyer in connection with (x) preparing and filing Tax Returns, or (y) any Tax inquiry, audit, investigation or dispute with a Government Entity, in each case, at which time Buyer may use such Tax Returns and related workpapers and tax software (or copies thereof) for purposes reasonably related to the activities described in (x) or (y) above; provided, further, that in no event shall Buyer or its representatives have access to any information that, based on advice of Seller’s counsel, would (1) reasonably be expected to create Liability under applicable Laws, including U.S. Antitrust Laws, or waive any material legal privilege (provided, that in such latter event Buyer and Seller shall use commercially reasonable efforts to cooperate to permit disclosure of such information in a manner consistent with the preservation of such legal privilege), (2) result in the disclosure of any trade secrets of third parties or (3) violate any obligation of Seller with respect to periods prior confidentiality (provided, that with respect to clause (3), to the Closingextent specifically requested by Buyer or Parent, Seller has in good faith sought to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality). Without limiting No Retained Books and Records shall be destroyed by Seller without first advising Buyer in writing and giving Buyer a reasonable opportunity to obtain possession thereof at the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i)transferee’s expense. (ce) As promptly as reasonably practicable following From and after the Closing DateClosing, Seller will transfer, or cause to be transferred, and its Affiliates shall keep confidential any non-public information in their possession Related to the Transferred Companies the organizational documents Business or related to the Transferred Companies and materials in Assets (any data room prepared by such information that is required to keep confidential pursuant to this sentence shall be referred to as “Confidential Information”). Neither Seller nor its Affiliates shall disclose, or its Subsidiaries in connection with permit any of their respective directors, officers, employees or representatives to disclose, any Confidential Information to any other Person or use such information to the transactions contemplated by this Agreement. After the Closing, and until the expiration detriment of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries Affiliates; provided, that such party may request a copy use and disclose any such information (i) once it has been publicly disclosed (other than by such party in breach of its obligations under this Section 5.1(e)) or (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Law to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded Buyer the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. Except in respect of Excluded Assets and Excluded Liabilities, the Seller Confidentiality Agreement shall terminate upon the Closing with no further Liability thereunder on the part of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested recordsparty thereto.

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 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. (b) Following the Closing, upon the request of the other party, Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller shall have no obligation to provide copies disclosure of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality trade secrets of the foregoing, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following the Closing Date, Seller will transfer, or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested records.third parties or

Access and Information. (a) From Until the date Closing or termination of this Agreement until Agreement, the Closing, subject to any applicable Laws, Seller Company shall afford to Buyer and its representatives Representatives (including accountants and counsel) reasonable access, during regular normal business hours and upon reasonable advance written notice, to the Assigned Contractsall properties, the Transferred Books books, records and Records and the officers Tax Returns of the Transferred BusinessCompany and each of its Subsidiaries and all other information with respect to their respective businesses, together with the opportunity, at the sole cost and expense of the Buyer, to discuss the business of the Company and each of its Subsidiaries with such directors, officers and counsel for the Company as Buyer shall from time to time may reasonably request in writing for the purposes of familiarizing itself with the Company and otherwise as mutually agreed (including pursuant to each of its Subsidiaries and consummating the Cutover Plan Support Agreement). Seller transactions contemplated hereby, and shall use its reasonable best efforts to afford cooperate fully with the Buyer and its representatives reasonable accessRepresentatives (including accountants and counsel), during regular business hours and upon reasonable advance written noticein connection with the foregoing. Notwithstanding the foregoing, 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 shall not conduct any invasive proceduresbe required to, 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 cause the reasonable judgment of Seller would violate any obligation of Seller Company or any of its Subsidiaries with respect to, grant access or furnish information to Buyer or any of Buyer’s Representatives to the extent that such access or disclosure would, or would reasonably be expected to, (i) unreasonably interrupt the normal course of information business of the Company and its Subsidiaries, (ii) violate or prejudice the rights of its customers or employees, (iii) jeopardize an attorney-client or attorney work product privilege, (iv) be prohibited by Applicable Law or an existing contract or agreement, or (v) violate any confidentiality obligations of the Company or eliminate any of its Subsidiaries. Notwithstanding the foregoing, the Buyer shall not, prior to the Closing, have access to employee I-9 forms, applicant or reduce employee background check records, applicable or employee drugs and/or alcohol testing records, personnel records of the benefit of any legal privilege of Seller Company or any of its Subsidiaries (ifrelating to individual performance or evaluation records, with respect to confidentialitydiscipline or termination, 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)medical or workers compensation, provided that Seller shall in good faith use its commercially reasonable efforts to provide such disability or religious accommodation, medical histories or other 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 Company’s good faith opinion is sensitive or the disclosure of competitively sensitive informationwhich could subject the Sellers, 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 the Company or any of its Subsidiaries in complying to risk of liability. Buyer and its Representatives shall not be permitted to collect any air, soil, surface water or ground water samples, nor to perform any invasive or destructive sampling on any properties of the Company or any of its Subsidiaries. During any visits to any offices or properties of the Company or any of its Subsidiaries permitted by this Section 4.3(a), the Buyer shall comply, and shall cause its Representatives to comply, with all safety, health and security rules applicable to the premises being visited. The Company or any such request by of its Subsidiaries shall have the right to have a Representative present at all times during any visits to the offices or properties of the Company or any of its Subsidiaries or inspections, interviews and examinations conducted at or on behalf the offices or properties of Buyerthe Company or any of its Subsidiaries. All information received by In no event shall the Buyer or any of its representatives pursuant to Representatives contact any customers of the Company or any of its Subsidiaries without the consent of the Company, except for contacts made in the ordinary course of business consistent with past practice. For the avoidance of doubt, any access, information or disclosure under this Section 6.1 4.3(a) shall be governed by subject to the terms confidentiality obligations of the Buyer and its Representatives (as defined in the Confidentiality Agreement) under the Confidentiality Agreement. (b) Following From and after the Closing, the Buyer shall (and shall cause the Company and each of its Subsidiaries and other Affiliates to), during normal business hours and upon the request of the other party, Buyer and Seller shall, to the extent permitted by Lawreasonable notice, make available and provide the Equityholder Representative and its Representatives (including, without limitation, counsel and independent auditors) with access to the requesting party facilities and properties of the Company and each of its Subsidiaries and to all information, files, documents and records (written and computer) relating to the Company and its representatives copies Subsidiaries or any of their businesses or operations for any and all financialperiods prior to and including the Closing Date that they may require with respect to any reasonable business purpose (including, without limitation, any Tax and other information pertaining to the Transferred Business matter) or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with any claim, dispute, action, cause of action, investigation or proceeding of any kind by or against any Person, and shall (iand shall cause the Company and each of its Subsidiaries and other Affiliates to) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities cooperate fully with the Equityholder Representative and its Representatives (including reports filed with the SECaccountants, any consolidated financial or statutory reporting obligations counsel and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiariesindependent auditors) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller shall have no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following the Closing Date, Seller will transfer, or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated foregoing, at the sole cost and expense of the Equityholder Representative, including, without limitation, by this Agreementmaking Tax, accounting and financial personnel and other appropriate employees and officers of the Company and each of its Subsidiaries available to the Equityholder Representative and its Representatives (including counsel and independent auditors), with regard to any reasonable business purpose. After Notwithstanding the foregoing, the Buyer shall not be required to (and shall not be required to cause the Company and each of its Subsidiaries and other Affiliates to) grant access or furnish information to the Equityholder Representative and its Representatives to the extent that such access or disclosure would, or would reasonably be expected to, (i) unreasonably interrupt the normal course of business of the Company and its Subsidiaries, (ii) violate or prejudice the rights of its customers or employees, (iii) jeopardize an attorney-client or attorney work product privilege, (iv) be prohibited by Applicable Law or an existing contract or agreement, or (v) violate any confidentiality obligations of the Company or any of its Subsidiaries. Notwithstanding the foregoing, the Equityholder Representative shall not, following the Closing, and until have access to employee I-9 forms, applicant or employee background check records, applicable or employee drugs and/or alcohol testing records, personnel records of the expiration Company or any of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request relating to individual performance or evaluation records, discipline or termination, medical or workers compensation, disability or religious accommodation, medical histories or other information that in the Buyer’s good faith opinion is sensitive or the disclosure of which could subject the Company or any of its Subsidiaries to risk of liability; provided that the Equityholder Representative shall not be prohibited from accessing such information pursuant to a copy valid court order. During any visits to any offices or properties of the Company or any other Transferred Books of its Subsidiaries permitted by this Section 4.3(b), the Equityholder Representative shall comply, and Records not previously provided shall cause its Representatives to Buyercomply, with all safety, health and security rules applicable to the premises being visited. Upon receipt The Company or any of such request, Seller or its Subsidiaries shall provide have the right to have a Representative present at all times during any visits to the offices or properties of the Company or any of its Subsidiaries or inspections, interviews and examinations conducted at or on the offices or properties of the Company or any of its Subsidiaries. The Buyer shall, and shall cause the Company and its Subsidiaries to (i) retain all such information, files, documents and records (written and computer) relating to the Company and its Subsidiaries or any of their businesses or operations for any and all periods prior to and including the Closing Date in accordance with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested recordsexisting retention policies of the Buyer.

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 its 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, access during regular normal business hours and upon reasonable advance written notice, to throughout 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. (b) Following the Closing, upon the request of the other party, Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods period prior to the ClosingEffective 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 Seller any such investigation or consultation shall have no obligation 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 copies of any Consolidated Tax Returnto Merger Partner and to Merger Partner's accountants, or (ii) any matters counsel and other representatives reasonable access during normal business hours throughout the period prior to the Effective Time to all records in Spinco's possession relating to insurance coveragethe business and operations of the Company Subsidiaries; provided, third-party litigation, claims, proceedings and investigations pertaining however that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of Spinco or its subsidiaries. All confidential information provided pursuant to this Section 6.1 will be subject to the Transferred CompaniesConfidentiality Agreement dated as of October 28, 1996 and the Transferred AssetsConfidentiality Agreement dated as of December 17, 1996 (the Transferred Business, or the Assumed Liabilities, as applicable"Confidentiality Agreements"), in each case with respect to periods prior to the Closingbetween Company and Merger Partner. Without limiting the generality of Notwithstanding the foregoing, Buyer no party shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following the Closing Date, Seller will transfer, have access to information or cause to be transferred, documents subject to the Transferred Companies the organizational documents related attorney/client privilege to the Transferred Companies and materials extent that providing such access would, in any data room prepared by Seller the opinion of counsel to Company or its Subsidiaries Merger Partner, as the case may be, constitute a waiver of such privilege. As used in connection with the transactions contemplated by this Agreement. After , the Closingterm "Subsidiaries" shall mean (i) when used with reference to Company, the Company Subsidiaries, and until (ii) when used with reference to Merger Partner, the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested recordsMerger Partner Subsidiaries.

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); it being understood that Buyer shall not conduct any environmental sampling without the prior written consent of Seller, provided which consent may be withheld in Seller’s reasonable discretion. All requests made pursuant to this Section 5.1(a) shall be directed to an executive officer of Seller or such Person or Persons as may be designated by Seller. All information received pursuant to this Section 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. (b) Following the Closing and until all applicable statutes of limitations (including periods of waiver) have expired, Buyer agrees to retain all Books and Records in existence on the Closing Date, and to the extent permitted by Law and confidentiality obligations existing as of the Closing Date, grant to Seller and its representatives during regular business hours and subject to reasonable rules and regulations, the right, at the expense of Seller, (i) to inspect and copy the Books and Records and (ii) to have personnel of Buyer made reasonably available to them or have Buyer otherwise cooperate to the extent reasonably necessary, including in connection with (A) preparing and filing Tax Returns and/or any Tax inquiry, audit, investigation or dispute, (B) any litigation or investigation or (C) the claims resolution, plan administration and case closing processes in the Reorganization Case; provided, however, that in no event shall Seller have access to any information that, based on advice of Buyer’s counsel, would (1) reasonably be expected to create Liability under applicable Laws, including U.S. Antitrust Laws, or waive any material legal privilege (provided, that in such latter event Buyer and Seller shall in good faith use its commercially reasonable efforts to provide cooperate to permit disclosure of such information in a manner and form that would not reasonably be expected to consistent with the preservation of such legal privilege), (2) result in the disclosure of any trade secrets of third parties or (3) violate any such obligation of Buyer with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege(provided, 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 clause (3), to the extent specifically requested by Seller, Buyer has in good faith sought to obtain a waiver regarding the possible disclosure from the third party to whom it being further understood that Buyer owes an obligation of confidentiality). In no event 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 representatives have access to the Tax Returns of Buyer. No Books and Records shall be destroyed by Buyer without first advising Seller in writing and giving Seller a reasonable opportunity to obtain possession thereof at the transferee’s expense. All information received by Buyer or its representatives pursuant to this Section 6.1 5.1(b) shall be governed by the terms of the Confidentiality AgreementSection 5.1(d). (bc) Following the ClosingClosing and until all applicable statutes of limitations (including periods of waiver) have expired (and with respect to Tax Returns, upon until the request later of (I) the five year anniversary of the other partyClosing and (II) the expiration of the statute of limitations with respect to such Tax Returns), Seller agrees to retain all Books and Records and all Excluded Books and Records, in each case in existence on the Closing Date and not transferred to Buyer or retained by a Transferred Joint Venture Entity (the “Retained Books and Seller shallRecords”), and to the extent permitted by LawLaw and confidentiality obligations existing as of the Closing Date, (i) permit Buyer to make available copies of any Tax Returns (including related workpapers) relating to the requesting party any Transferred Joint Venture Entity (including any amended Tax Returns relating to such Transferred Joint Venture Entities and workpapers related thereto), (ii) grant to Buyer and its representatives the right to inspect and make copies of all financialRetained Books and Records not described in clause (i) above (other than Excluded Books and Records) and (iii) grant to Buyer and its representatives during regular business hours and subject to reasonable rules and regulations, Tax and other information pertaining the right, at the expense of Buyer, to have personnel of Seller made reasonably available to them or have Seller otherwise cooperate to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilitiesextent reasonably necessary, Transferred Assetsin each case, Assumed Liabilities and the Business Employees reasonably requested including in connection with (iA) preparing and filing Tax Returns and/or any Tax inquiry, audit, investigation or dispute or (B) any audit litigation or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closinginvestigation; provided, however, that in no event shall Buyer or its representatives have access to any information that, based on advice of Seller’s counsel, would (1) reasonably be expected to create Liability under applicable Laws, including U.S. Antitrust Laws, or waive any material legal privilege (provided, that in such latter event Buyer and Seller shall have no obligation use commercially reasonable efforts to provide copies cooperate to permit disclosure of such information in a manner consistent with the preservation of such legal privilege), (2) result in the disclosure of any Consolidated Tax Returntrade secrets of third parties or (3) violate any obligation of Seller with respect to confidentiality (provided, that with respect to clause (3), to the extent specifically requested by Buyer, Seller has in good faith sought to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality). No Retained Books and Records shall be destroyed by Seller without first advising Buyer in writing and giving Buyer a reasonable opportunity to obtain possession thereof at the transferee’s expense. (d) From and after the Closing, Seller and its Affiliates shall keep confidential any non-public information in their possession Related to the Business or related to the Transferred Assets (any such information that is required to keep confidential pursuant to this sentence shall be referred to as “Confidential Information”). Neither Seller nor its Affiliates shall disclose, or permit any of their respective directors, officers, employees or representatives to disclose, any Confidential Information to any other Person or use such information to the detriment of Buyer or its Affiliates; provided, that such party may use and disclose any such information (i) once it has been publicly disclosed (other than by such party in breach of its obligations under this Section 5.1(d)) or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companiesextent that such party may, in the reasonable judgment of its counsel, be compelled by Law to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded Buyer the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. Except in respect of Excluded Assets and Excluded Liabilities, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer Seller Confidentiality Agreement shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following terminate upon the Closing Date, Seller will transfer, or cause to be transferred, to with no further liability thereunder on the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration part of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested recordsparty thereto.

Access and Information. (a) From the date hereof until the Closing Date or termination of this Agreement until Agreement, Buyer and Buyer’s representatives shall be entitled to reasonable access to the ClosingCompany, subject during normal business hours and upon advance notice, including for post-Closing integration and transition planning, and the Company shall cooperate to the extent such access does not unreasonably interfere with the operations, activities and employees of the Company. The foregoing access rights shall not include the right to (i) take any invasive environmental samples that have not been approved by the Company in its sole discretion, (ii) have access to any information the disclosure of which is restricted by applicable LawsLaw (including competition or antitrust Law) or which could result in the waiver of attorney-client or work-product privilege, Seller shall afford or (iii) have access to any customer lists other than access to customer lists on a blinded basis that are necessary for regulatory purposes. Buyer and its representatives and agents shall not contact or hold discussions with suppliers or customers of the Company regarding the Company in connection with the transactions contemplated by this Agreement without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed) and in such event only with the participation of the representatives of the Company. Buyer agrees to conduct any such discussions with reasonable access, during regular business hours discretion and upon reasonable advance written notice, sensitivity to the Assigned ContractsCompany’s relationships with its suppliers, the Transferred Books customers and Records employees. Seller 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 Company will cooperate in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable LawsBuyer in communications with customers with respect to this Agreement and the transactions contemplated hereby, including U.S. Antitrust Lawsconsulting in good faith with Buyer on communication plans, (y) in employee instructions with respect to any communications, and on the reasonable judgment content of Seller would violate any obligation of Seller notices or other communications issued by Seller, the Company or any of its Subsidiaries with respect their respective employees or other representatives to disclosure a customer or group 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 Agreementcustomers. (b) Following All information disclosed, whether before or after the Closingdate hereof, upon the request of the other party, Buyer and Seller shall, pursuant to the extent permitted by Law, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business this Agreement or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller shall have no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Businesstransactions contemplated by, or the Assumed Liabilitiesdiscussions and negotiations preceding, as applicable, in each case with respect this Agreement to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following the Closing Date, Seller will transfer, or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries accountants, agents and representatives or Affiliates) shall be kept confidential by such Persons in accordance with the letter agreement dated September 15, 2010, by and between the Company and Buyer (the “Confidentiality Agreement”) and shall not be used by any Person, other than in connection with the transactions contemplated by this Agreement. If so requested by Seller or Buyer, Seller and Buyer shall enter into a customary joint defense agreement with respect to any information to be provided to Buyer pursuant to this Section 6.1. From and after the Closing, Seller and Xx. Xxxx shall keep all competitively sensitive proprietary or confidential information relating to the Company confidential in accordance with customary confidentiality procedures (such as those contained in the Confidentiality Agreement), including any information made available to Seller or any of its Affiliates following the Closing. (c) After the Closing, Buyer shall make available and until shall cause the expiration Company to make available to Seller and its accountants, agents and representatives any and all books, records, contracts and other information relating to Taxes of the Company as provided in Section 6.8(g). Buyer will cause the Company to hold all corporate minute books, audited financial statements and governmental filings of the Company (other than Tax Returns, Tax Returns being governed by Section 6.8(g)) and employee files in each case existing on the Closing and not destroy or dispose of any applicable thereof until seven (7) years from the Closing or, subject to Section 6.8(g), such shorter time as is permitted under the document retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy policies of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested records.

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. (b) Following All information provided or obtained pursuant to clause (a) above shall be held by Buyer in accordance with, and subject to the terms of, and shall constitute “Evaluation Material” under, the Confidentiality Agreement, dated April 18, 2011, between AAR CORP. and Seller (the “Confidentiality Agreement”). The parties hereby agree that, notwithstanding anything to the contrary contained in the Confidentiality Agreement, the Confidentiality Agreement shall survive from the date of this Agreement until the Closing, upon the request of the other party, Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller shall have no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following the Closing Date, Seller will transfer, or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested records.

Access and Information. (a) From the date of this Agreement hereof until the Closing, subject to reasonable rules and regulations of Seller and any applicable Laws, Seller shall (and ROI shall cause Seller 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 ContractsEmployees, the Transferred Books and Records and the officers assets, 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, (iii) instruct its counsel and financial advisors to cooperate in writing and otherwise as mutually agreed a reasonable manner with Buyer in its investigation of the Business, including instructing its accountants to give Buyer reasonable access to their work papers, (including pursuant to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts to afford iv) provide Buyer and its representatives lenders reasonable access, during regular business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating access to the Transferred Books books and Records and access to auditors of Seller or any of its Affiliates and (ii) properties records of the Transferred Business to the extent that circumstances arise that could reasonably be expected necessary for such lenders to result complete a customary due diligence investigation with respect to Buyer, (v) cooperate with Buyer and its lenders in a material environmental Liabilitysuch lenders' preparation of security interest documentation and other documents reasonably necessary in order to perfect such lenders' interests in Buyer's assets and properties (including the Transferred Assets) following the Closing, provided that and (vi) provide Buyer or and 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 independent accountants with reasonable access to (ithe books and records of the Business and the Employees, for purposes of completing its accounting and Tax allocations with respect to the Transferred Assets. No investigation pursuant to this Section 5.1(a) shall alter any representation or warranty given hereunder by Seller. All requests for information that (xmade pursuant to this Section 5.1(a) 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 shall be directed to an executive officer of Seller or any of its Subsidiaries with respect to disclosure of information such Person 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 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 designated 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 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 the Confidentiality Agreement. (b) Following the Closing, upon the request of the other party, Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party Law and its representatives copies confidentiality obligations existing as of all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller shall have no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following the Closing Date, Seller will transfershall grant to Buyer, or cause and its representatives, and Buyer shall grant to be transferredSeller, 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 Transferred Companies books, records and other documents in the organizational documents related granting party's possession pertaining to the Transferred Companies operation of the Business prior to the Closing (including books of account, records, files, invoices, correspondence and materials in any data room prepared by Seller 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 consolidated federal, state or its Subsidiaries in connection with local Tax Returns of the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested recordsparty.

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 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. (b) Following the Closing, upon the request of the other party, Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller shall have no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following through the Closing Date, Seller will transfershall use commercially reasonable efforts to furnish, or cause to be transferredfurnished to, Buyer and its Representatives all data and information concerning the Purchased Assets and the operation of the Senior Living Assets which may reasonably be requested by Buyer and shall use all commercially reasonable efforts to make available, or cause to be made available, such personnel of Seller as may reasonably be requested for the furnishing of such data. From the date of this Agreement through the Closing Date, except as otherwise specified or permitted in the Access Letter or except as otherwise approved in advance by Seller, Buyer shall not contact or communicate with any employees, customers of or suppliers to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the ClosingSenior Living Assets without Seller's prior written consent, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records which consent shall not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested recordsbe unreasonably withheld.

Access and Information. 4.1.1 During the Interim Period, Seller shall (a) From the date of this Agreement until the Closing, subject to any applicable Laws, Seller shall afford Buyer and its representatives Representatives reasonable accessaccess to all of the Product Business, during regular business hours the Purchased Assets, and upon reasonable advance written notice, other documents and data 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 extent primarily related to the Cutover Plan Support Agreement). Seller shall Product Business and (b) use its reasonable best efforts to afford cause its employees and Representatives to cooperate with and aid Buyer and its representatives Representatives in its investigation of the Product Business. Any request or investigation under this Section 4.1.1 shall be made or conducted on a reasonable access, basis by Buyer providing reasonable Notice to Seller and shall be conducted during regular normal business hours in such a manner as not to interfere unreasonably with the conduct of the Product Business. No investigation by Buyer or any of its Representatives or other information received by Buyer or any of its Representatives shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller (including Section 7.1) and upon reasonable advance written noticeshall not be deemed to amend or supplement the Seller Disclosure Schedules. 4.1.2 Buyer acknowledges and agrees that (a) certain records may contain information relating to Seller or its Affiliates, to (i) accountants’ work papers but not relating to the Transferred Books Product Business (and, notwithstanding the inclusion of such information in such records, such information shall not constitute Purchased Assets), and Records that Seller and its Affiliates may retain copies thereof; (b) prior to making any records available to Buyer, Seller or its Affiliates may redact any portions thereof that do not relate to the Product Business; (c) any such access or furnishing of information shall be in accordance with applicable Law under the supervision of Seller’s or its Affiliates’ personnel, and in such manner as not to interfere unreasonably with the businesses, personnel or operations of Seller or any of its Affiliates; (d) auditors and accountants of Seller or any of its Affiliates shall not be obliged to make any work papers available to any Person; and (iie) properties of the Transferred Business Seller shall be entitled 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 restrict 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 as determined, in good faith its respective reasonable discretion, to be appropriate to ensure compliance with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, Law and (y) in to preserve any applicable attorney client privilege and to comply with contractual confidentiality obligations. 4.1.3 During the reasonable judgment Interim Period, Buyer hereby agrees it shall not contact, and it shall cause its Affiliates or Representatives to not contact, any employee, licensor, licensee, competitor, supplier, distributor or customer 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. (b) Following the Closing, upon the request of the other party, Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred BusinessProduct, the Transferred Companies, the Transferred Purchased Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; providedProduct Business, however, that Seller shall have no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companiesthis Agreement, the Transferred Assets, the Transferred Business, Ancillary Agreements or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following the Closing Date, Seller will transfer, or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After hereby or thereby, without the Closing, and until the expiration prior written consent of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested records.

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 by deemed to modify any representations or warranties made herein or the terms conditions to the obligations of the Confidentiality Agreement. (b) Following respective parties to consummate the Closing, upon the request of Merger and the other partytransactions contemplated by this Agreement and (c) the Company and Company Subsidiaries shall not be required to conduct, Buyer and Seller shallor permit Parent or any of its Representatives to conduct, to the extent permitted by Lawany invasive environmental investigation or sampling of soil, make available to the requesting party and its representatives copies of all financialair, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilitiessurface water, Transferred Assetsbuilding material, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit groundwater or other investigation by any Taxing authority environmental media at or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller shall have no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closingany Company Real Property. Without limiting the generality of the foregoing, Buyer Parent shall comply schedule and coordinate all inspections with its obligations under Section 6.5(i). the Company and shall give the Company at least three (c3) As promptly as reasonably practicable following Business Days’ prior written notice thereof, setting forth the Closing Date, Seller will transfer, inspection or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller that Parent or its Subsidiaries in connection with Representatives intend to conduct or review, as applicable. Each party shall continue to abide by the transactions contemplated by this Agreement. After terms of the Closingconfidentiality agreement between Apollo Management VIII, L.P. and until the expiration of any applicable retention periods described in Seller’s data retention policyCompany, dated October 3, 2017, as amended from time to timeon May 10, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with 2018 (the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested records“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. (b) Following , the Closing“Confidentiality Agreements”). For the avoidance of doubt, upon the request nothing in this Section 6.4 shall require Seller to disclose any of the other party, Buyer Seller’s books and Seller shall, records to the extent permitted by Law, make available not relating to the requesting party and its representatives copies of all financial, Tax and other information pertaining Business. Notwithstanding anything to the Transferred Business or the operation or ownership contrary set forth in this Agreement, Buyer shall have no right of the Transferred Business access to, and its assets and liabilities, Transferred Assets, Assumed Liabilities Seller and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller Company shall have no obligation to provide copies of any Consolidated Tax Returnto Buyer, or (ii) any matters information relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companiesany information, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, disclosure of which would result in each case with respect to periods prior to the Closing. Without limiting the generality a violation of the foregoing, Buyer shall comply with its obligations under Section 6.5(i)applicable law. (c) As promptly as reasonably practicable following the Closing Date, Seller will transfer, or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested records.

Access and Information. (a) From the date of this Agreement until hereof through the ClosingClosing Date, subject to ‎Section 6.1(b), Buyer will be entitled, through its Representatives, to have reasonable access to the offices, employees and properties of each of the Sellers Related to the Business for any reasonable purpose related to this Agreement and the transactions contemplated hereby. Any such access will be conducted upon reasonable advance notice and under reasonable circumstances and will be subject to restrictions under COVID-19 Measures and applicable LawsLaw. Sellers will direct and use their commercially reasonable efforts to cause their Representatives to cooperate with Buyer and Buyer’s Representatives in connection with such access, Seller shall afford 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 Representatives will cooperate with Sellers and its representatives reasonable access, during regular business hours and upon reasonable advance written notice, to Representatives; provided that (i) accountantsany such access shall be conducted, at Buyer’s expense, in accordance with binding Contracts, applicable Law (including applicable privacy and competition laws), during normal business hours, under the supervision of Sellers’ work papers relating personnel, and in such a manner as to not unreasonably interfere with the Transferred Books normal operations of the Business or of Sellers and Records and access to auditors of Seller or any of its their respective 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, foregoing shall not conduct any invasive proceduresrequire Sellers to disclose information or materials (1) protected by attorney-client, including sampling of soil, groundwater, surface water attorney work product 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 Lawslegally recognized privileges or immunity from disclosure, (y2) in the reasonable judgment disclosure of Seller which would violate any obligation binding Contracts, applicable Laws or fiduciary duties, or (3) pertinent to any litigation in which Sellers or any of Seller their Affiliates, on the one hand, and Buyer or any of its Subsidiaries with respect to disclosure of information or confidentiality or eliminate or reduce Affiliates, on the benefit of any legal privilege of Seller or any of its Subsidiaries other hand, are engaged (ifprovided that, with respect to confidentialityat Buyer’s reasonable request, Seller has made the Parties shall take commercially reasonable efforts to obtain a waiver regarding implement appropriate and mutually agreeable measures to 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 to remove the basis for the non-disclosure to the greatest extent reasonably be expected to violate any such obligation possible, including by arrangement of appropriate clean room procedures, redaction of text from documents or entry into a customary joint defense agreement with respect to disclosure of any information or confidentiality or eliminate or reduce the benefit of any such legal privilege, or to be so provided). (zb) 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 ‎Section 6.1 shall be governed by the terms of the Confidentiality Agreement. (bc) Following For a period not to exceed five (5) years following the Closing, upon Buyer shall provide to Sellers and their Affiliates and Representatives (at Sellers’ expense) reasonable access to, including the request of the other partyright to make copies of, Buyer all books and Seller shall, to the extent permitted by Law, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to records included in the Transferred Business or the operation or ownership of the Transferred Business Assets and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related relating to periods prior to the Closing; providedClosing to the extent necessary to permit Sellers to prepare financial reports, howeverTax returns, that Seller shall have no obligation to provide copies any Tax audits, or the defense or prosecution of any Consolidated Tax ReturnAction; provided that (i) any such access shall be conducted in accordance with binding Contracts and applicable Law (including applicable privacy and competition laws), during normal business hours, under the supervision of Sellers’ personnel, and in such a manner as to not unreasonably interfere with the normal operations of the Business or of Buyer and its Affiliates and (ii) the foregoing shall not require Buyer to disclose information or materials (1) protected by attorney-client, attorney work product or other legally recognized privileges or immunity from disclosure, (2) the disclosure of which would violate any binding Contracts, applicable Laws or fiduciary duties, or (ii3) pertinent to any matters relating litigation in which Sellers or any of their Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, are engaged. Any such access will also be conducted upon reasonable advance notice and under reasonable circumstances and will be subject to insurance coverage, third-party litigation, claims, proceedings restrictions under COVID-19 Measures and investigations pertaining applicable Law. Notwithstanding anything herein to the Transferred Companiescontrary, the Transferred AssetsBuyer may destroy any such books and records, the Transferred Business, or the Assumed Liabilities, as applicable, provided that Buyer shall notify Sellers in each case with respect to periods writing at least 30 days in advance of destroying any such books and records prior to the Closing. Without limiting the generality five-year anniversary of the foregoingClosing Date in order to provide Sellers the opportunity to copy such books and records in accordance with this ‎Section 6.1(c). Notwithstanding anything herein to the contrary, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following acknowledges that Sellers have the Closing Date, Seller will transfer, right to retain originals or cause to be transferred, to the Transferred Companies the organizational documents copies of all books and records and other materials included in or related to the Transferred Companies and materials in any data room prepared by Seller Assets or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested recordsAssumed Liabilities.

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 Transferred Books and Records 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 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 promptly deliver 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. (b) Following the Closing, upon the request of the other party, Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party and its representatives copies of Purchaser all financialmaterial pleadings, Tax motions, notices, statements, schedules, applications, reports and other information pertaining papers filed in any other judicial or administrative proceeding related to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred BusinessAcquired Company, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller shall have no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings Plant and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following the Closing Date, Seller will transfer, or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After Without in any way limiting any party’s rights or obligations under this Agreement, as Consenting Lenders or in respect of the agreements in respect of the Bankruptcy Cases or otherwise, the parties understand and agree that nothing contained in this Agreement shall give Purchaser the right to control or direct the business of any Acquired Company prior to the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested records.

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 The provisions of Seller or any of its Affiliates and (iithis Section 4.1(c)(i) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liabilityshall apply, 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. (b) Following the Closing, upon the request of the other party, Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred BusinessInvestor, from the Signing Date until the date when the Investor or one of its Affiliates no longer owns, directly or indirectly, any Subordinated Debt and (y) with respect to the Inspector General of the Treasury and the Comptroller General of the United States, from and after the Signing Date but, after the date when the Investor or one of its Affiliates no longer owns, directly or indirectly, any Subordinated Debt, only with respect to the period in which the Investor or one of its Affiliates directly or indirectly owned any Subordinated Debt. Subject to the foregoing, and limited solely to information determined by the Investor to be relevant to the Subordinated Debt, the Transferred CompaniesRecipient will permit, and shall cause each of the Recipient Subsidiaries to permit, the Transferred AssetsInvestor, the Assumed Liabilities or Inspector General of the Excluded Liabilities related Treasury and the Comptroller General of the United States and their respective agents, consultants, contractors and advisors to periods prior (x) examine any books, papers, records, Tax returns (including all schedules and attachments thereto), data and other information, (y) make copies thereof and (z) discuss the affairs, finances and accounts of the Recipient and the Recipient Subsidiaries with the personnel (including the principal officers) of the Recipient and the Recipient Subsidiaries, all upon reasonable notice, provided, that: (A) any examinations and discussions pursuant to this Section 4.1(c)(i) shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Recipient and the Recipient Subsidiaries; (B) neither the Recipient nor any Recipient Subsidiary shall be required by this Section 4.1(c)(i) to disclose any information to the Closing; provided, however, that Seller shall have no obligation extent (x) prohibited by applicable law or regulation (including laws and regulations relating to provide copies the use or disclosure of any Consolidated Tax Returnconfidential supervisory information), or (iiy) that such disclosure would reasonably be expected to cause a violation of any matters relating agreement to insurance coverage, third-which the Recipient or any Recipient Subsidiary is a party litigation, claims, proceedings and investigations pertaining or would cause a risk of a loss of privilege to the Transferred CompaniesRecipient or any Recipient Subsidiary (provided that the Recipient shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) apply); (C) the obligations of the Recipient and the Recipient Subsidiaries to disclose information pursuant to this Section 4.1(c)(i) to the Inspector General of the Treasury, the Transferred AssetsComptroller General of the United States and their respective agents, consultants, contractors or advisors, shall be subject to the Transferred Business, agreement by the Inspector General of the Treasury or the Assumed LiabilitiesComptroller General of the United States, as applicable, with respect to documents obtained under this Section 4.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting the input from the Recipient as to information that should be afforded confidential treatment, as appropriate; and (D) for avoidance of doubt, any investigation or discussions pursuant to this Section 4.1(c)(i) may, at the Investor’s option, be conducted on site at any office of the Recipient or any Recipient Subsidiary. (ii) Subject to the assignment of the rights under this Section 4.1(c)(ii) pursuant to Section 4.1(c)(iii), from the Signing Date until the date on which all the Subordinated Debt has been redeemed in whole, the Recipient will deliver, or will cause to be delivered, to the Investor: (A) as soon as available after the end of each fiscal year of the Recipient, and in any event within ninety (90one hundred twenty (120) days thereafter, a consolidated balance sheet of the Recipient as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Recipient for such year, in each case prepared in accordance with respect to periods prior GAAP and setting forth in each case in comparative form the figures for the previous fiscal year of the Recipient and which shall be audited to the Closing. Without limiting extent audited financial statements are available; (B) as soon as available after the generality end of the foregoingfirst, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following second and third quarterly periods in each fiscal year of the Closing DateRecipient, Seller will transfer, or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously quarterly reports provided to Buyer. Upon receipt Equityholders of the Recipient; (C) as soon as available after the Recipient receives any assessment of the Recipient’s internal controls, a copy of such requestassessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Recipient is prohibited by applicable law or regulation from disclosing to the Investor); (D) as soon as such items become effective, Seller any amendments to the Charter, bylaws or other organizational documents of the Recipient; and (E) at the same time as such items are sent to all Equityholders in the case of S Corps or Members in the case of mutual institutions, copies of any information or documents, excluding, if the Recipient is a mutual institution, any general solicitations or advertisements for services and products, sent by the Recipient to its Subsidiaries Members; provided, however that, notwithstanding clauses (A)-(E) of this Section 4.1(c)(ii), this Section 4.1(c)(ii) shall not require the Recipient to prepare audited financial statements if it does not otherwise prepare audited financial statements and shall not require the Recipient to submit Call Reports to the Investor. (iii) The Investor’s information rights pursuant to Section 4.1(c)(ii) and the Investor’s right to receive certifications from the Recipient pursuant to Section 4.1(d)(i) may be assigned by the Investor to a transferee or assignee of the Subordinated Debt with a face value of no less than an amount equal to ten percent (10%) of the Purchase Price. (iv) Nothing in this Section shall be construed to limit the authority that the Inspector General of the Treasury, the Comptroller General of the United States or any other applicable Governmental Entity has under law. (v) The Recipient shall provide Buyer with to the requested documents Investor all such information as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs the Investor may request from time to time related to the study under Section 525 of Division N of the Consolidated Appropriations Act, 2021 and expenses incurred by Seller in connection with providing any such requested recordsrelated studies.

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. (b) Following the ClosingClosing and until any applicable statute of limitations (including periods of waiver) has run, upon Acquiror shall retain all Books and Records in existence on the request of the other partyClosing Date, Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party Law and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership confidentiality obligations existing as of the Transferred Business Closing Date, to grant to each Unit Holder and its assets their representatives during regular business hours and liabilitiessubject to reasonable rules and regulations, Transferred Assetsthe right, Assumed Liabilities subject to such Unit Holder reimbursing Acquiror, the Subsidiaries and any of their Affiliates for all out of pocket expenses incurred by them in complying with any such request at the Business Employees reasonably requested in connection with expense of such Unit Holders, (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with inspect and copy the SEC, any consolidated financial or statutory reporting obligations Books and any Tax Returns or replies Records to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related extent they relate to periods prior to the Closing Date and (ii) to have personnel of Acquiror made available to them or to otherwise cooperate to the extent reasonably necessary, including in connection with (A) preparing and filing Tax Returns and/or any Tax inquiry, audit, investigation or dispute, or (B) any litigation or investigation. During the period from the date of this Agreement until the date that is seven (7) years from the date of this Agreement, no Books and Records relating to periods prior to the Closing Date shall be destroyed by Acquiror without first advising the Unit Holders in writing and giving such Unit Holders a reasonable opportunity to obtain possession thereof at such Unit Holders’ expense. (c) Prior to the Closing, Acquiror shall use all subscriber information (as hereinafter defined) that was obtained prior to the Closing from the Company, the Subsidiaries or any Affiliate of any of the foregoing in connection with the Sale Process only in compliance with Sections 222 and 631 of the Communications Act and all other Laws governing the use, collection, disclosure and storage of such information. For purposes hereof, “subscriber information” means personally identifiable information pertaining to customers, including names, telephone numbers, e-mail and billing addresses, credit card numbers and expiration dates and bank account numbers and routing numbers. (d) The Company hereby agrees to use its reasonable best efforts to obtain and deliver to Acquiror a copy of the letter agreement substantially in the form attached hereto as Exhibit G duly executed and delivered by each of Net2Phone Cable Telephony, LLC and Net2Phone, Inc. (the “Confirmation Letter”), which confirms the Company’s and Acquiror’s understanding of the way in which the Cable Telephony Production Agreement, dated November 3, 2004, by and among Bresnan Communications, LLC, Net2Phone Cable Telephony, LLC and Net2Phone, Inc. (the “Net2Phone Agreement”) operates, as soon as possible and in no event later than the Closing Date; provided, however, that Seller the requirement to use such reasonable best efforts shall have no obligation not require the Company to provide copies of any Consolidated Tax Return, or (ii) any matters relating pay fees in order to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to obtain the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i)executed Confirmation Letter. (ce) As promptly as reasonably practicable following The Company will render, and cause the Subsidiaries to render, all access and assistance requested by Acquiror that would be necessary or desirable to enable the Company and the Subsidiaries to be able to provide telephony services from and after the Closing Date, Seller will transfer, or cause to be transferred, Date other than through the services provided pursuant to the Transferred Companies Net2Phone Agreement, including (but only on and after the organizational documents related to 61st day after the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by date of this Agreement. After the Closing) installation by Acquiror of equipment at their properties and facilities; provided, and until the expiration of any applicable retention periods described in Seller’s data retention policyhowever, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer that Acquiror shall reimburse Seller or its the Company and the Subsidiaries for all reasonable out-of-pocket costs and expenses reasonably incurred by Seller them in connection therewith and such assistance shall be rendered at times and in a manner that does not unreasonably interfere with providing any such requested recordsthe conduct of the Business by the Company and the Subsidiaries.

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; it being understood that Buyer shall not conduct any environmental sampling without the prior written consent of Seller, which consent may be withheld in Seller’s reasonable discretion. All requests made pursuant to this Section 5.1(a) shall be directed to an executive officer of Seller or such Person or Persons as may be designated by Seller. All information received pursuant to this Section 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. (b) Following the Closing and until all applicable statutes of limitations (including periods of waiver) have expired, Buyer agrees to retain all Books and Records in existence on the Closing Date, and to the extent permitted by Law and confidentiality obligations existing as of the Closing Date, grant to Seller and its representatives during regular business hours and subject to reasonable rules and regulations, the right, at the expense of Seller, (i) to inspect and copy the Books and Records and (ii) to have personnel of Buyer made reasonably available to them or have Buyer otherwise cooperate to the extent reasonably necessary, including in connection with (A) preparing and filing Tax Returns and/or any Tax inquiry, audit, investigation or dispute, (B) any litigation or investigation [or], (C) the claims resolution, plan confirmation, plan administration and case closing processes in the Reorganization Case or (D) the preparation of the Financial Information (as defined in the Friendco Purchase Agreement), provided Quarterly Reports (as defined in the Friendco Purchase Agreement) or Annual Reports (as defined in the Friendco Purchase Agreement) required to be prepared or filed pursuant to Sections 5.11 or 5.19 of the Friendco Purchase Agreement, respectively; provided, however, that in no event shall Seller have access to any information that, based on advice of Buyer’s counsel, would (1) reasonably be expected to create Liability under applicable Laws, including U.S. Antitrust Laws, or waive any material legal privilege (provided, that in such latter event Buyer and Seller shall in good faith use its commercially reasonable efforts to provide cooperate to permit disclosure of such information in a manner and form that would not reasonably be expected to consistent with the preservation of such legal privilege), (2) result in the disclosure of any trade secrets of third parties or (3) violate any such obligation of Buyer with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege(provided, 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 clause (3), to the extent specifically requested by Seller, Buyer has in good faith sought to obtain a waiver regarding the possible disclosure from the third party to whom it being further understood that Buyer owes an obligation of confidentiality). In no event 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 representatives have access to the Tax Returns of Buyer. No Books and Records shall be destroyed by Buyer without first advising Seller in writing and giving Seller a reasonable opportunity to obtain possession thereof at the transferee’s expense. All information received by Buyer or its representatives pursuant to this Section 6.1 5.1(b) shall be governed by the terms of the Confidentiality AgreementSection 5.1(d). (bc) Following the ClosingClosing and until all applicable statutes of limitations (including periods of waiver) have expired (and with respect to Tax Returns, upon until the request later of (I) the five year anniversary of the other partyClosing and (II) the expiration of the statute of limitations with respect to such Tax Returns), Seller agrees to retain all Books and Records and all Excluded Books and Records, in each case in existence on the Closing Date and not transferred to Buyer or retained by a Transferred Joint Venture Entity (the “Retained Books and Seller shallRecords”), and to the extent permitted by LawLaw and confidentiality obligations existing as of the Closing Date, (i) permit Buyer to make available copies of any Tax Returns (including related workpapers) relating to the requesting party any Transferred Joint Venture Entity (including any amended Tax Returns relating to such Transferred Joint Venture Entities and workpapers related thereto), (ii) grant to Buyer and its representatives the right to inspect and make copies of all financialRetained Books and Records not described in clause (i) above (other than Excluded Books and Records) and (iii) grant to Buyer and its representatives during regular business hours and subject to reasonable rules and regulations, Tax and other information pertaining the right, at the expense of Buyer, to have personnel of Seller made reasonably available to them or have Seller otherwise cooperate to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilitiesextent reasonably necessary, Transferred Assetsin each case, Assumed Liabilities and the Business Employees reasonably requested including in connection with (iA) preparing and filing Tax Returns and/or any Tax inquiry, audit, investigation or dispute or (B) any audit litigation or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closinginvestigation; provided, however, that in no event shall Buyer or its representatives have access to any information that, based on advice of Seller’s counsel, would (1) reasonably be expected to create Liability under applicable Laws, including U.S. Antitrust Laws, or waive any material legal privilege (provided, that in such latter event Buyer and Seller shall have no obligation use commercially reasonable efforts to provide copies cooperate to permit disclosure of such information in a manner consistent with the preservation of such legal privilege), (2) result in the disclosure of any Consolidated Tax Returntrade secrets of third parties or (3) violate any obligation of Seller with respect to confidentiality (provided, that with respect to clause (3), to the extent specifically requested by Buyer, Seller has in good faith sought to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality). No Retained Books and Records shall be destroyed by Seller without first advising Buyer in writing and giving Buyer a reasonable opportunity to obtain possession thereof at the transferee’s expense. (d) From and after the Closing, Seller and its Affiliates shall keep confidential any non-public information in their possession Related to the Business or related to the Transferred Assets (any such information that is required to keep confidential pursuant to this sentence shall be referred to as “Confidential Information”). Neither Seller nor its Affiliates shall disclose, or permit any of their respective directors, officers, employees or representatives to disclose, any Confidential Information to any other Person or use such information to the detriment of Buyer or its Affiliates; provided, that such party may use and disclose any such information (i) once it has been publicly disclosed (other than by such party in breach of its obligations under this Section 5.1(d)) or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companiesextent that such party may, in the reasonable judgment of its counsel, be compelled by Law to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded Buyer the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. Except in respect of Excluded Assets and Excluded Liabilities, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer Seller Confidentiality Agreement shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following terminate upon the Closing Date, Seller will transfer, or cause to be transferred, to with no further liability thereunder on the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration part of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested recordsparty thereto.

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. (b) Following Between the Closing, upon date hereof and the request earlier of the other partyClosing Date and the date on which this Agreement is terminated in accordance with its terms, Buyer and Seller shall, subject to the extent permitted by terms of this Section 6.2(b) and the confidentiality obligations set forth in the Confidentiality Agreement and this Agreement and any applicable Law (including any Antitrust Law), make Seller shall provide to Buyer on a monthly basis as promptly as they become available to the requesting party and its representatives copies of all financial, Tax regularly prepared monthly financial statements and other information pertaining to reports on the Transferred Business or the operation or ownership of the Transferred Business Company and its assets Subsidiaries, including statements of operations and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller shall have no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i)balance sheets. (c) As promptly as reasonably practicable following the Closing Date, Seller will transfer, or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested records.

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; it being understood that Buyer shall not conduct any environmental sampling without the prior written consent of Seller, which consent may be withheld in Seller’s reasonable discretion. All requests made pursuant to this Section 5.1(a) shall be directed to an executive officer of Seller or such Person or Persons as may be designated by Seller. All information received pursuant to this Section 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. (b) Following the Closing and until all applicable statutes of limitations (including periods of waiver) have expired, Buyer agrees to retain all Books and Records in existence on the Closing Date, and to the extent permitted by Law and confidentiality obligations existing as of the Closing Date, grant to Seller and its representatives during regular business hours and subject to reasonable rules and regulations, the right, at the expense of Seller, (i) to inspect and copy the Books and Records and (ii) to have personnel of Buyer made reasonably available to them or have Buyer otherwise cooperate to the extent reasonably necessary, including in connection with (A) preparing and filing Tax Returns and/or any Tax inquiry, audit, investigation or dispute, (B) any litigation or investigation or, (C) the claims resolution, plan confirmation, plan administration and case closing processes in the Reorganization Case or (D) the preparation of the Financial Information (as defined in the Friendco Purchase Agreement), provided Quarterly Reports (as defined in the Friendco Purchase Agreement) or Annual Reports (as defined in the Friendco Purchase Agreement) required to be prepared or filed pursuant to Sections 5.11 or 5.19 of the Friendco Purchase Agreement, respectively; provided, however, that in no event shall Seller have access to any information that, based on advice of Buyer’s counsel, would (1) reasonably be expected to create Liability under applicable Laws, including U.S. Antitrust Laws, or waive any material legal privilege (provided, that in such latter event Buyer and Seller shall in good faith use its commercially reasonable efforts to provide cooperate to permit disclosure of such information in a manner and form that would not reasonably be expected to consistent with the preservation of such legal privilege), (2) result in the disclosure of any trade secrets of third parties or (3) violate any such obligation of Buyer with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege(provided, 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 clause (3), to the extent specifically requested by Seller, Buyer has in good faith sought to obtain a waiver regarding the possible disclosure from the third party to whom it being further understood that Buyer owes an obligation of confidentiality). In no event 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 representatives have access to the Tax Returns of Buyer. No Books and Records shall be destroyed by Buyer without first advising Seller in writing and giving Seller a reasonable opportunity to obtain possession thereof at the transferee’s expense. All information received by Buyer or its representatives pursuant to this Section 6.1 5.1(b) shall be governed by the terms of the Confidentiality AgreementSection 5.1(d). (bc) Following the ClosingClosing and until all applicable statutes of limitations (including periods of waiver) have expired (and with respect to Tax Returns, upon until the request later of (I) the five year anniversary of the other partyClosing and (II) the expiration of the statute of limitations with respect to such Tax Returns), Seller agrees to retain all Books and Records and all Excluded Books and Records, in each case in existence on the Closing Date and not transferred to Buyer or retained by a Transferred Joint Venture Entity (the “Retained Books and Seller shallRecords”), and to the extent permitted by LawLaw and confidentiality obligations existing as of the Closing Date, (i) permit Buyer to make available copies of any Tax Returns (including related workpapers) relating to the requesting party any Transferred Joint Venture Entity (including any amended Tax Returns relating to such Transferred Joint Venture Entities and workpapers related thereto), (ii) grant to Buyer and its representatives the right to inspect and make copies of all financialRetained Books and Records not described in clause (i) above (other than Excluded Books and Records) and (iii) grant to Buyer and its representatives during regular business hours and subject to reasonable rules and regulations, Tax and other information pertaining the right, at the expense of Buyer, to have personnel of Seller made reasonably available to them or have Seller otherwise cooperate to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilitiesextent reasonably necessary, Transferred Assetsin each case, Assumed Liabilities and the Business Employees reasonably requested including in connection with (iA) preparing and filing Tax Returns and/or any Tax inquiry, audit, investigation or dispute or (B) any audit litigation or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closinginvestigation; provided, however, that in no event shall Buyer or its representatives have access to any information that, based on advice of Seller’s counsel, would (1) reasonably be expected to create Liability under applicable Laws, including U.S. Antitrust Laws, or waive any material legal privilege (provided, that in such latter event Buyer and Seller shall have no obligation use commercially reasonable efforts to provide copies cooperate to permit disclosure of such information in a manner consistent with the preservation of such legal privilege), (2) result in the disclosure of any Consolidated Tax Returntrade secrets of third parties or (3) violate any obligation of Seller with respect to confidentiality (provided, that with respect to clause (3), to the extent specifically requested by Buyer, Seller has in good faith sought to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality). No Retained Books and Records shall be destroyed by Seller without first advising Buyer in writing and giving Buyer a reasonable opportunity to obtain possession thereof at the transferee’s expense. (d) From and after the Closing, Seller and its Affiliates shall keep confidential any non-public information in their possession Related to the Business or related to the Transferred Assets (any such information that is required to keep confidential pursuant to this sentence shall be referred to as “Confidential Information”). Neither Seller nor its Affiliates shall disclose, or permit any of their respective directors, officers, employees or representatives to disclose, any Confidential Information to any other Person or use such information to the detriment of Buyer or its Affiliates; provided, that such party may use and disclose any such information (i) once it has been publicly disclosed (other than by such party in breach of its obligations under this Section 5.1(d)) or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companiesextent that such party may, in the reasonable judgment of its counsel, be compelled by Law to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded Buyer the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. Except in respect of Excluded Assets and Excluded Liabilities, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer Seller Confidentiality Agreement shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following terminate upon the Closing Date, Seller will transfer, or cause to be transferred, to with no further liability thereunder on the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration part of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested recordsparty thereto.

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. (b) From the date of this Agreement to the Closing, at Buyer’s sole expense, Buyer or its employees or Representatives may during regular business hours and upon reasonable prior notice, and with the prior permission of Sellers (which shall not be unreasonably withheld), subject to any required third party consents or approvals, enter into and upon all or any portion of the Transferred Company Real Property and the Transferred Company Leased Real Property, in order to conduct ASTM 1527 Phase I environmental site assessments, or Limited ASTM 1527 Phase I ESA, or site visits by a qualified environmental professional to investigate and assess, the environmental condition of such properties or the business of the Transferred Business (the “Environmental Investigation”). Without Sellers’ prior written consent, which consent shall not be unreasonably delayed, conditioned or withheld, the Environmental Investigation shall not include the performance of any soil and surface or ground water sampling, monitoring, borings, or invasive testing at any Transferred Company Real Property or any Transferred Company Leased Real Property. Sellers shall cooperate with Buyer in conducting any such Environmental Investigation and, subject to any required third party consents or approvals, allow Buyer reasonable access to such properties and information; and Buyer shall provide Sellers with copies of any results, reports or assessments arising out of the Environmental Investigations. (c) Following the Closing, upon the request of the other party, Buyer and Seller Sellers shall, to the extent permitted by Law, make available to the requesting party and its representatives copies of Representatives (for inspection and copying) all financial, Tax and other information reasonably available to such party pertaining to the Transferred Business or the operation or ownership of the Transferred Business Companies and its their assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Transferred Company Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of any Seller or its SubsidiariesAffiliates) with respect to the Transferred Business, Companies or the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities Business in each case solely related to periods prior to the Closing; provided, however, that Seller no party shall have no any obligation to provide copies of any Consolidated Tax Return, Return or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, Companies or the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing; it being understood that in no event shall the requesting party or its Representatives have access to any information that in the reasonable judgment of the other party would violate any obligation of the other party or any of its Affiliates with respect to disclosure of information or confidentiality or destroy any legal privilege of the other party or any of its Affiliates. Without limiting the generality of the foregoing, Buyer each party hereto shall comply with its obligations under Section 6.5(i). (cd) As promptly as reasonably practicable following the Closing DateClosing, Seller Sellers will transfer, or cause to be transferred, to the Transferred Companies the organizational documents related to Transferred Books and Records. Except as otherwise provided herein, the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other following Transferred Books and Records shall not previously provided be transferred to Buyer. Upon receipt the Transferred Companies: (i) Transferred Books and Records which are integrated into the Books and Records of such request, any member of the Seller or its Subsidiaries shall provide Group unless requested by Buyer with the requested documents as promptly as reasonably practicable. and Buyer shall reimburse Seller or its Subsidiaries reimburses Sellers for all reasonable out-of-pocket costs and expenses incurred by Seller Sellers in connection with segregating any such Books and Records, (ii) Transferred Books and Records which relate to any aspect of the Transferred Business for which services are, or will be, provided under the Ancillary Documents (the “Transition Records”), in which case such Transition Records will be transferred to the Transferred Companies from time to time, following the termination of the applicable services, unless such Transition Records would not otherwise be required to be delivered pursuant to this Section 6.1(d) (excluding anything contained in this clause (ii)), and (iii) Transferred Books and Records which are obsolete or otherwise only of historical significance and archived in accordance with Sellers’ record retention policies (the “Archived Records”), unless Buyer reimburses Sellers for all reasonable out-of-pocket costs and expenses incurred by Sellers in connection with providing any such requested Archived Records. Following the Closing, to the extent any Books and Records (or portions thereof) in the possession of the Transferred Companies or any of the Sellers or their Affiliates and related to the Transferred Business do not constitute Transferred Books and Records, Sellers shall and shall cause their Affiliates to make pertinent portions of such records available for review by Buyer, the Transferred Companies and their respective Representatives (1) to the extent required by Buyer or any Transferred Company to comply with Law, (2) to the extent required by Buyer or any Transferred Company to prepare or file any Tax return or (3) as necessary for Buyer or a Transferred Company to defend against or pursue any third party claim arising out of or relating to the Transferred Business. (e) Sellers will provide the Transferred Companies with reasonable access to (i) the Transition Records after Closing at the time, and from time to time during the period, provided in the Ancillary Documents and (ii) the Archived Records for a period of two (2) years following the Closing Date to the extent such records are reasonably available to Sellers; it being understood that (x) the foregoing shall not require any member of the Seller Group to retain such records except in accordance with Sellers’ ordinary business practices in place from time to time; (y) Sellers may redact information from such records to the extent reasonably necessary to protect the confidential and proprietary information of any Seller and its Affiliates; and (z) Buyer shall reimburse Sellers for all reasonable out-of-pocket costs and expenses incurred by Sellers in connection with providing any such records.

Access and Information. (a) From 6.1.1 Between 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. (b) Following the Closing, upon the request of the other party, Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller shall have no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following the Closing Date, Seller will transfershall (during business hours or at such times to which Seller consents, or cause to which consent shall not be transferred, unreasonably withheld) afford to the Transferred Companies the organizational documents related officers and authorized representatives and agents of Buyer reasonable access to the Transferred Companies Seller’s directors and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closingofficers, and until the expiration right to inspect the plants, properties, books, records, and documents of any applicable retention periods described Seller (and to make copies thereof), and will furnish for inspection and copying by Buyer such additional financial and operating data and other information in Seller’s data retention policy, possession regarding the Business and the Assets as amended Buyer may from time to timetime request. 6.1.2 Between the date of the Seller/Buyer Announcement, as described in Paragraph 7.6, and the Closing Date, Seller shall (during business hours or at such times to which Seller consents, which consent shall not be unreasonably withheld) afford to the officers and authorized representatives and agents of Buyer reasonable access to Seller’s employees (in the case of employees, with the approval of Seller, which will not be unreasonably withheld), residents, contractors, agents, payors and intermediaries. Seller shall permit Buyer access to Seller’s accountants, auditors, and suppliers for consultation or verification of any information obtained by Buyer and shall use its best efforts to cause such persons or entities to cooperate with Buyer in such consultation and verification. In case of contact between Buyer and Seller’s accountants or auditors, Buyer or shall be responsible for all professional fees incurred in connection therewith. In the exercise of its Subsidiaries may request a copy of any other Transferred Books and Records rights under this section, Buyer shall not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer unreasonably interfere with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller operations of Seller, the conduct of the Business, or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection the relationships with providing any such requested recordsSeller’s residents or suppliers.

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. (b) Following For a period of six (6) years following the Closing, upon the request of the other party, Buyer and Seller shall, to the extent permitted by Law, make available Applicable Law and to the requesting party extent not unreasonably disruptive to the Business, Purchaser agrees to provide (or cause its Affiliates to provide) Seller, subject to any contractual restrictions, reasonable access during normal business hours upon reasonable advance notice to all necessary access to all books and its representatives copies records and other documents (including, for the avoidance of all financialdoubt, Tax Returns and other information pertaining and documents relating to Tax matters) of the Target Company and its Subsidiaries that it acquires pursuant to this Agreement and to the Transferred Business or the operation or ownership of the Transferred Business Target Company’s and its assets Subsidiaries’ assets, properties and liabilitiesRepresentatives, Transferred Assetsin each case, Assumed Liabilities and to the Business Employees extent that such access is reasonably requested in connection with required by Seller or its Affiliates, (i) to prepare financial statements, Tax filings or regulatory filings of Seller in respect of periods ending on or prior to the Closing Date, (ii) to comply with the terms of any audit Transaction Document, any Applicable Law or other investigation by request of any Taxing authority Governmental Authority, or (iii) to defend or prosecute any judicial, arbitral or regulatory Proceeding to which Seller or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies of its Affiliates is a party relating to the business and affairs of the Target Company and its Subsidiaries prior to the Closing, in each case, subject, in the case of any Confidential Information of Purchaser or any of its Affiliates (including, for the avoidance of doubt, the Target Company and its Subsidiaries), to Seller and its Representatives agreeing to maintain the confidentiality of such information (except in the case of information required to prepare Tax inquiries filings or regulatory filings of Seller in respect of periods ending on or prior to the Closing Date); provided, however, that in no event shall Seller have access to any information the disclosure of which, based on advice of Purchaser’s counsel, or in Purchaser’s reasonable determination, would reasonably be expected to adversely affect any legal privilege or result in (A) the disclosure of any trade secrets, (B) the violation of any obligations of Purchaser or Purchaser’s Affiliates (including, for the avoidance of doubt, the Target Company and its Subsidiaries) with respect to confidentiality if Purchaser or Purchaser’s Affiliates (including, for the Transferred Businessavoidance of doubt, the Transferred CompaniesTarget Company and its Subsidiaries) shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (C) the violation of Applicable Law. In the event that disclosing information would violate any obligation of Purchaser or any of its Affiliates with respect to confidentiality, the Transferred AssetsParties shall reasonably cooperate so the information might be made available in a redacted format, or, if such redaction would result in pertinent information being omitted, Purchaser shall make such information available if Seller delivers confidentiality, and if reasonably required, indemnity, undertakings reasonably satisfactory to Purchaser. Notwithstanding anything to the contrary in this Section 5.4(b), the Assumed Liabilities auditors and independent accountants of Purchaser or any of its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountants. (c) For a period of six (6) years following the Excluded Liabilities related Closing, to the extent permitted by Applicable Law and to the extent not unreasonably disruptive to the Seller, Seller agrees to provide (or cause its Affiliates to provide) Purchaser, subject to any contractual restrictions, reasonable access during normal business hours upon reasonable advance notice to all necessary access to all books and records and other documents of the Target Company and its Subsidiaries, in each case, to the extent that such books, records and other documents that are in Seller’s possession or control and access is reasonably required by Purchaser or its Affiliates, (i) to prepare financial statements, Tax filings or regulatory filings of Purchaser in respect of periods ending on or prior to the Closing Date, (ii) to comply with the terms of any Transaction Document, any Applicable Law or request of any Governmental Authority, or (iii) to defend or prosecute any judicial, arbitral or regulatory Proceeding to which Purchaser or any of its Affiliates is a party relating to the business and affairs of the Target Company and its Subsidiaries prior to the Closing, in each case, subject, in the case of any Confidential Information of Seller or any of its Affiliates (including, for the avoidance of doubt, the Target Company and its Subsidiaries), to Purchaser and its Representatives agreeing to maintain the confidentiality of such information (except in the case of information required to prepare Tax filings or regulatory filings of Purchaser in respect of periods ending on or prior to the Closing Date); provided, however, that in no event shall Purchaser have access to any information the disclosure of which, based on advice of Seller’s counsel, or in Seller’s reasonable determination, would reasonably be expected to adversely affect any legal privilege or result in (A) the disclosure of any trade secrets, (B) the violation of any obligations of Seller or Seller’s Affiliates (including, for the avoidance of doubt, the Target Company and its Subsidiaries) with respect to confidentiality if Seller or Seller’s Affiliates (including, for the avoidance of doubt, the Target Company and its Subsidiaries) shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (C) the violation of Applicable Law. In the event that disclosing information would violate any obligation of Seller or any of its Affiliates with respect to confidentiality, the Parties shall reasonably cooperate so the information might be made available in a redacted format, or, if such redaction would result in pertinent information being omitted, Seller shall have no obligation make such information available if Purchaser delivers confidentiality, and if reasonably required, indemnity, undertakings reasonably satisfactory to provide copies Seller. Notwithstanding anything to the contrary in this Section 5.4(c), the auditors and independent accountants of Seller or any Consolidated Tax Return, or (ii) of its Affiliates shall not be obligated to make any matters relating work papers available to insurance coverage, any Person unless and until such Person has entered into reasonable and customary third-party litigation, claims, proceedings access and investigations pertaining confidentiality agreements in form and substance acceptable to such auditors or accountants. Notwithstanding anything to the Transferred Companiescontrary in this Section 5.4(c), the Transferred Assetsneither Seller nor any of its Affiliates shall be required to disclose to Purchaser or any Representative of Purchaser any consolidated, the Transferred Businesscombined, affiliated or the Assumed Liabilitiesunitary Tax Return which includes Seller or any of its Affiliates or any Tax-related work papers, as applicableexcept, in each case with respect to periods prior case, for pro forma information related solely to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with Target Company and/or its obligations under Section 6.5(i)Subsidiary. (c) As promptly as reasonably practicable following the Closing Date, Seller will transfer, or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested records.

Access and Information. (a) From the date hereof until the first to occur of the Closing Date and the termination of this Agreement until Agreement, the Closing, subject to any applicable Laws, Seller shall afford Buyer permit the Purchaser and its representatives reasonable accessto visit and inspect the business, during regular business hours operations and upon reasonable advance written notice, properties of the Seller relating to the Assigned ContractsBusiness and shall provide to the Purchaser such information regarding the same as the Purchaser deems necessary or desirable in connection with the transactions contemplated hereby. Such rights shall include, without limitation, access to the Transferred Books directors, officers, employees, agents and Records representatives (including legal counsel and the officers independent accountants) of the Transferred Seller relating to the Business and to the properties, books, records and commitments of the Seller relating to the Business. All information disclosed to the Purchaser or its representatives during their investigations shall be subject to the Confidentiality Agreement executed by Finisterre Capital Partners on July 23, 1996. (b) The Seller shall furnish the Purchaser and its representatives with such financial (including data with respect to billing and accounts receivable), operating and other data and information, and copies of documents with respect to the Business or any of the transactions contemplated hereby, as Buyer the Purchaser shall from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant request. The Seller shall provide to the Cutover Plan Support Agreement)Purchaser unaudited balance sheets of the Seller as of the end of each month during the period from January 1, 1997 through the end of the last complete month prior to the month in which the Closing occurs and the related statements of income for each of the months then ended. The Seller shall use its reasonable best efforts to afford Buyer certify that all such financial statements were prepared in accordance with the Seller's usual historical practice and its representatives reasonable accessthat, 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 informationaudited financial statements, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures such audited financial statements are prepared in accordance 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. (b) Following the Closing, upon the request of the other party, Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller shall have no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i)GAAP. (c) As promptly Such rights may be exercised upon reasonable notice and at reasonable places and times. The exercise of such rights shall not in any way affect or diminish (or release the Seller or Dynatech from liability in connection with), any of the representations or warranties hereunder. Without limiting the foregoing, during such period, the Seller shall keep the Purchaser informed as reasonably practicable following the Closing Date, Seller will transfer, or cause to be transferred, to the Transferred Companies business and operations of the organizational documents related to the Transferred Companies Business and materials in any data room prepared by Seller or its Subsidiaries in connection shall consult with the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, Purchaser with respect thereto as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested recordsappropriate.

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. (b) Following the Closing, upon the request of the any other partyparty hereto, Seller and Buyer and Seller shall, to the extent permitted by Law, make available policies, practices, procedures and directions of all relevant Government Entities and confidentiality obligations existing as of the Closing, grant to the requesting such other party and its representatives copies during regular business hours and subject to reasonable rules and regulations of all financialthe granting party, Tax the right, at the expense of the non-granting party, to inspect and copy the books, records and other information documents in the granting party's possession pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; providedClosing (including books of account, howeverrecords, that Seller 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 no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining access to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality consolidated Tax Returns of the foregoing, Buyer shall comply with its obligations under Section 6.5(i)other party. (c) As promptly as Buyer agrees to, and to cause its Affiliates (including the Transferred Subsidiaries) to, (i) retain all Books and Records in existence on the Closing Date for not less than five years following the Closing and thereafter shall retain such Books and Records in accordance with applicable Law and Buyer's record retention policies and procedures then-applicable to books and records of Buyer and its Affiliates, and (ii) subject to applicable Law, make personnel of Buyer and its Affiliates (including the Transferred Subsidiaries) available to Seller to the extent in each case that such access is reasonably practicable following related to any Retained Assets, Retained Liabilities, Excluded Assets or Excluded Liabilities or otherwise necessary for Seller to comply with the terms of this Agreement, the Stockholder's Agreement, any Ancillary Agreement or any applicable Law. (d) Seller shall provide to Buyer, at least twenty Business Days prior to the Closing Date, Seller will transfera list that sets forth the name of each bank in which any Transferred Subsidiary has an account or safe deposit box, vault, lock-box or cause other arrangement, the account number and description of each account at each bank and the names of all Persons authorized to be transferreddraw thereon or to have access thereto; and the names of all Persons, if any, holding Tax or other powers of attorney from any Transferred Subsidiary or relating to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested recordsBusiness.

Access and Information. (a) From the date hereof until the earlier of the Closing Date or termination of this Agreement until Agreement, Buyer shall be entitled to reasonable access to the Closingbooks, subject to any applicable Lawsrecords, Seller shall afford Buyer properties and its representatives reasonable access, senior personnel of the Company during regular normal business hours and upon reasonable advance written notice, and Seller shall (and shall cause the Company to) cooperate with any such reasonable requests for access to the Assigned Contracts, extent such access does not unreasonably interfere with the Transferred Books and Records and the officers operations of the Transferred BusinessCompany. The foregoing access rights shall not include the right to (i) conduct any environmental testing, sampling or other invasive environmental investigations, (ii) have access to any information the disclosure of which is restricted by contract or applicable Law or which would result in the waiver of any attorney-client privilege or similar privileges (provided that Seller and its Affiliates shall (and shall cause the Company to) use their reasonable best efforts to, as Buyer shall from time applicable, (x) obtain any required consent to time reasonably request in writing and otherwise as mutually agreed (including pursuant provide such access or disclosure or, if unable to the Cutover Plan Support Agreement). Seller shall do so, use its reasonable best efforts to afford make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such contract or applicable Law or (y) enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such access or disclosure in a manner that does not result in the loss of such privilege). Buyer and its representatives and agents shall not contact or hold discussions with suppliers, vendors, distributors or customers of the Company (other than in the ordinary course of business regarding matters unrelated to the transactions contemplated hereby) without the prior written consent of Seller. Buyer agrees to conduct any such discussions with reasonable discretion and sensitivity to the Company’s relationships with its suppliers, vendors, distributors and customers. In exercising its rights hereunder, Buyer shall conduct itself so as not to unreasonably interfere in the conduct of the business of the Company prior to the Closing. (b) All information disclosed, whether before or after the date hereof, pursuant to this Agreement or in connection with the transactions contemplated by, or the discussions and negotiations preceding, this Agreement to Buyer (or its representatives or Affiliates), and the terms of this Agreement, shall be held by Buyer in accordance with and subject to the terms of, and shall be kept confidential by such Persons in accordance with the confidentiality agreement dated October 25, 2019 by and between Cott Corporation and BBH Capital Partners (as modified by that certain joinder, dated as of November 6, 2019, entered into by Buyer, the “Confidentiality Agreement”). The parties agree that notwithstanding anything to the contrary contained in the Confidentiality Agreement, the Confidentiality Agreement shall survive from the date hereof, and only if the closing shall occur, the Confidentiality Agreement will terminate at the Closing. (c) For a period of six years after the Closing or for such longer period as may be required by applicable Law, (i) Buyer shall not, and shall cause the Company not to, following the Closing dispose of or destroy any material books and records of the Company relating to periods prior to the Closing (“Books and Records”) without first offering to transmit such Books and Records (or copies thereof) to Seller by written notice to Seller at least 30 days prior to the proposed date of such disposition or destruction and (ii) to the extent it does not unreasonably interfere with the operations of Buyer and the Company, and subject to entering into a customary confidentiality agreement, Buyer and the Company shall provide Seller and its officers, consultants, employees, counsel, accountants, agents and other representatives access, at Seller’s expense, during regular normal business hours and upon reasonable advance written notice, to (i) accountants’ work papers relating to the Transferred Books and Records as is reasonably requested by Seller for any reasonable 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 proceduresnon-competitive business purpose, including sampling of soil, groundwater, surface water or other media; it being understood financial reporting 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 privilegeaccounting matters, 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. (b) Following the Closing, upon the request of the other party, Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit disclosure obligation or other investigation the defense of any claim by any Taxing authority a Buyer Indemnitee pursuant to Section 9.3 or any required returns, responses legal action; provided that such access shall not include access to inquiries, reports any information the disclosure of which is restricted by contract or submissions to Governmental Entities (including reports filed with applicable Law or which would result in the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller shall have no obligation to provide copies waiver of any Consolidated Tax Return, attorney-client privilege or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i)similar privileges. (c) As promptly as reasonably practicable following the Closing Date, Seller will transfer, or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested records.

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. (b) Following From and after the Closing, upon in connection with any reasonable business purpose (other than in connection with any dispute between Seller, Members or any of their respective Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand), including (i) in response to the request or at the direction of a Government Entity, (ii) the preparation of Tax Returns or other partydocuments related to Tax matters and (iii) the determination of any matter relating to the rights or obligations of Seller, Members and their respective Affiliates under this Agreement or any other Transaction Document (including matters contemplated by Section 2.4), subject to any applicable Law and any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, upon reasonable prior notice, Buyer shall (A) afford Seller, Members and Seller shalltheir respective Representatives reasonable access, during normal business hours, to the extent permitted by Lawbooks, make available to the requesting party data, files, information and records of Buyer and its representatives copies Affiliates (including, for the avoidance of all financialdoubt, Tax Returns and other information pertaining and documents relating to Tax matters) and (B) furnish to Seller and Members such additional financial and other information as Seller and/or Members may from time to time reasonably request (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters), in each case to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies extent relating to the Tax inquiries of Seller Company for periods ending on or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the ClosingClosing Date; provided, however, such information shall be limited to that Seller required or reasonably necessary in connection with such reasonable business purpose and shall have no obligation to provide copies be provided at the sole cost and expense of Seller; provided further, however, that such access or request shall not unreasonably interfere with the business or operations of Buyer or any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i)Affiliates. (c) As promptly as reasonably practicable For 180 days following the Closing Date, Seller will transferand Tall Oak shall coordinate and cooperate fully with Buyer in exchanging such information and providing such assistance, or cause to be transferredin each case on a timely basis, to as Buyer may reasonably request and at the Transferred Companies the organizational documents related to the Transferred Companies sole cost and materials in any data room prepared by Seller or its Subsidiaries expense of Buyer, in connection with the transactions contemplated by this Agreement. After the Closing, preparation and until the expiration submission of any applicable retention periods described in reports and filings to Government Entities as required under or pursuant to Environmental Laws. (d) Buyer hereby agrees to defend, indemnify and hold harmless each of the Seller Indemnified Parties from and against any and all Losses attributable to personal injury, death or physical or other property damage, or violation of Seller’s, Tall Oak’s data retention policyor their respective Affiliate’s or any third Person operator’s rules, as amended from time to time, regulations or operating policies of which Buyer or its Subsidiaries may request a copy Representatives associated with the Losses had been informed in advance in writing, to the extent arising out of, resulting from or relating to the actions of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller Buyer or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller Representatives in connection with providing any such requested recordsfield visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by Buyer or any of its Representatives with respect to the Company and the Company Systems, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNIFIED PARTIES; provided, for the avoidance of doubt, the Parties agree that in no event shall any Seller Indemnified Party be entitled to indemnification by Buyer for any Losses arising out of any preexisting environmental contamination or noncompliance with Environmental Law.

Access and Information. (a) From During the period from the date of this Agreement until hereof through the ClosingExpiration Date, 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) the Company shall afford the Parent and its officers, directors, employees, accountants, counsel and other representatives (collectively, the “Parent Representatives”), reasonable access during business hours to (A) all of the Company’s properties, books, Contracts and records and (B) all other information concerning the business, properties and personnel of the Company as the Parent or any Parent Representative shall request, and (ii) the Company shall provide to the Parent and the Parent Representatives true, correct and complete copies of the Company’s (A) internal financial statements, (B) Tax Returns, Tax elections and all other records and workpapers relating to Taxes, (C) a schedule of any deferred intercompany gain or loss with respect to transactions to which the Company has been a party, and (D) receipts for any Taxes paid to foreign Tax Authorities. No information or knowledge obtained in any investigation pursuant to this Section 4.6(a)Section 4.6(a) shall affect or be deemed to modify any representation or warranty contained herein or in the Escrowed Merger Agreement or the conditions to the obligations of the parties hereto to consummate the Merger. (b) During the period from the date hereof through the Expiration Date, the Company shall deliver to Parent all unaudited quarterly financial statements of the Company (including its balance sheet and related unaudited statements of income (loss), changes in stockholders’ equity and cash flows), together with all notes and schedules related thereto, and regular monthly unaudited financial statements and operating reports of the Company, as well as any additional financial or operating data regarding the Company and its business as Parent may reasonably request (all such information, “Company Financial Information”). All Company Financial Information to be delivered on a quarterly basis shall be delivered to Parent not later than the 45th day following the last day of the quarter to which such Company Financial Information relates. All Company Financial Information to be delivered on a monthly basis shall be delivered to Parent not later than the 30th day following the last day of the month to which such Company Financial Information relates. (c) Within two (2) days after delivery to the Company by its auditor of the audited financial statements for the fiscal year ended December 31, 2008 (and the auditor’s signed report thereon), but, in any event, not later than February 28, 2009, the Company shall deliver to Parent such financial statements (including its balance sheet and related statements of income (loss) and cash flows), together with all notes and schedules related thereto, as well as any additional financial or operating data regarding the Company and its business during such period as Parent may reasonably request, and provide Parent with reasonable access to the Company’s employees and external auditors engaged in the preparation, review or audit of such financial statements. (d) In furtherance of the foregoing, but not in limitation thereof, the Company shall use commercially reasonable efforts to cause the Company Accountants to furnish to Parent and Parent’s accountants access to all work papers relating to the Transferred Books and Records and access to auditors of Seller or Company’s business for any of its Affiliates and (ii) properties the periods covered by the financial statements of the Transferred Business Company delivered 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. (b) Following the Closing, upon the request of the other party, Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller shall have no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following the Closing Date, Seller will transfer, or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries Parent in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested recordshereby.

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 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 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 otherwise required 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. (b) Following the Closing, upon the request of the other party, Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller shall have no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following the Closing Date, Seller will transfer, or cause law to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by disclosed) obtained from Seller or its Subsidiaries in connection with the transactions contemplated by this AgreementAgreement and will return to Seller all documents, work papers and other written material obtained by Purchaser from Seller. After In connection with Purchaser's entry onto the ClosingProperty to conduct tests, studies and until the expiration of any applicable retention periods described in Seller’s data retention policyexaminations, as amended Purchaser shall indemnify and defend Seller against and hold Seller harmless from time to timeall claims, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such requestdemands, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket liabilities, losses, damages, costs and expenses expenses, including reasonable attorneys' fees and disbursements, arising from any bodily injury, property damage or mechanics' lien claim caused by Purchaser, or the firms retained by Purchaser to conduct specific examinations and tests, pursuant to this Section 7.2; provided, however, Purchaser's foregoing obligations shall 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 by Seller in connection with providing (i) the discovery, presence or Release of any Hazardous Substances, unless such requested recordspresence or Release was caused by Purchaser or its agents and other representatives, or (ii) the results, findings, tests or analyses of Purchaser's environmental investigation of the Property.

Access and Information. (a) From the date of this Agreement until Prior to the Closing, subject and except for disclosures which would cause CSC to waive the attorney-client privilege or otherwise violate applicable Law or any applicable Lawsmaterial confidentiality agreement, Seller Parent shall afford Buyer be entitled to make or cause to be made such investigation of the CSC Group, and the financial and legal condition thereof, as Parent deems necessary or advisable, and the CSC Group shall cooperate with any such investigation. In furtherance of the foregoing, but not in limitation thereof, CSC shall (a) permit Parent 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 CSC Group upon reasonable access, notice during regular business hours hours, (b) furnish or cause to be furnished to Parent such financial and upon reasonable advance written noticeoperating data, projections, forecasts, business plans, strategic plans and other data relating to the Assigned Contracts, the Transferred Books CSC Group and Records and the officers of the Transferred Business, their businesses as Buyer Parent shall request from time to time reasonably request in writing and otherwise as mutually agreed (including pursuant c) cause its accountants to the Cutover Plan Support Agreement). Seller shall use its reasonable best efforts furnish to afford Buyer Parent 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 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, periods covered by financial statements 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 CSC Group 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 AgreementParent hereunder. (b) Following the Closing, upon the request of the other party, Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) Except with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller shall have no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicablepublicly available documents, in each case with respect the event that this Agreement is terminated, (a) Parent will return to periods prior CSC all documents obtained by it from CSC and any Person in the CSC Group in confidence and any copies thereof in the possession of Parent or its agents and representatives or, at the option of Parent, Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the Closing. Without limiting destruction thereof to CSC and (b) CSC will return to Parent all documents obtained by it from Parent and its subsidiaries in confidence and any copies thereof in the generality possession of CSC or its agents and representatives or, at the foregoingoption of CSC, Buyer CSC shall comply with its obligations under Section 6.5(i)cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to Parent. (c) As promptly as reasonably practicable following No investigation of CSC or the Closing Date, Seller will transferCSC Business by Parent, or cause to be transferredinvestigation of Parent or Parent’s business by CSC, heretofore, or knowledge acquired after the date hereof by any of the foregoing, shall modify or otherwise affect any representations and warranties of CSC or Parent, respectively, which shall survive any such investigation or knowledge, or the conditions to the Transferred Companies obligation of Parent, Subco, Subco II and CSC to consummate the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested recordsTransactions.

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); it being understood that Buyer shall not conduct any environmental sampling without the prior written consent of Seller, provided which consent may be withheld in Seller's reasonable discretion. All requests made pursuant to this Section 5.1(a) shall be directed to an executive officer of Seller or such Person or Persons as may be designated by Seller. All information received pursuant to this Section 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. (b) From the date hereof until the Closing, subject to applicable Laws, Buyer shall, and shall cause Parent and its Controlled Affiliates to, (i) afford Seller and its authorized representatives reasonable access, during regular business hours and upon reasonable advance notice, to the Parent Business, (ii) furnish, or cause to be furnished, to Seller any financial and operating data and other information with respect to the Parent Business, the Exchange, the Redemptions or in furtherance of the Transaction as Seller from time to time reasonably requests and (iii) instruct its employees, and its counsel and financial advisors to cooperate with Seller in its investigation of the Parent Business including instructing its accountants to give Seller access to their work papers; provided, however, that in no event shall Seller have access to any information that, based on advice of Buyer's counsel, would (A) reasonably be expected to create Liability under applicable Laws, including U.S. Antitrust Laws, or waive any material legal privilege (provided, that in such latter event Buyer and Seller shall in good faith use its commercially reasonable efforts to provide cooperate to permit disclosure of such information in a manner and form that would not reasonably be expected to consistent with the preservation of such legal privilege), (B) result in the disclosure of any trade secrets of third parties or (C) violate any such obligation of Parent with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilegeso long as, 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 confidentiality, to the extent specifically requested by Seller, Buyer or Parent 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; it being further understood that Seller shall not conduct any environmental sampling without the prior written consent of Buyer, which consent may be withheld in Buyer's absolute discretion. All requests made pursuant to this Section 5.1(b) shall be directed to an executive officer of Buyer shall reimburse Seller promptly for reasonable out of pocket costs and expenses incurred or such 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 Buyer. All information received by Buyer or its representatives pursuant to this Section 6.1 5.1(b) shall be governed by the terms of the TWX Confidentiality Agreement. No information or knowledge obtained in any investigation by Seller pursuant to this Section 5.1(b) shall affect or be deemed to modify any representation or warranty made by Buyer hereunder. (bc) Following the Closing, upon the request Closing and until all applicable statutes of the other partylimitations (including periods of waiver) have expired, Buyer agrees to retain all Books and Seller shallRecords in existence on the Closing Date, and to the extent permitted by LawLaw and confidentiality obligations existing as of the Closing Date, make available grant to the requesting party Seller and its representatives copies during regular business hours and subject to reasonable rules and regulations, the right, at the expense of all financialSeller, Tax (i) to inspect and other information pertaining copy the Books and Records and (ii) to have personnel of Buyer made reasonably available to them or have Buyer otherwise cooperate to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilitiesextent reasonably necessary, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested including in connection with (iA) preparing and filing Tax Returns and/or any Tax inquiry, audit, investigation or dispute, (B) any audit litigation or other investigation by any Taxing authority or any required returns(C) the claims resolution, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with plan administration and case closing processes in the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the ClosingReorganization Case; provided, however, that in no event shall Seller have access to any information that, based on advice of Buyer's counsel, would (1) reasonably be expected to create Liability under applicable Laws, including U.S. Antitrust Laws, or waive any material legal privilege (provided, that in such latter event Buyer and Seller shall have no obligation use commercially reasonable efforts to provide copies cooperate to permit disclosure of such information in a manner consistent with the preservation of such legal privilege), (2) result in the disclosure of any Consolidated Tax Return, trade secrets of third parties or (ii3) violate any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case obligation of Buyer with respect to periods prior confidentiality (provided, that with respect to clause (3), to the Closing. Without limiting the generality of the foregoingextent specifically requested by Seller, Buyer or Parent has in good faith sought to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality). In no event shall comply with Seller or its obligations under representatives have access to the Tax Returns of Buyer. No Books and Records shall be destroyed by Buyer without first advising Seller in writing and giving Seller a reasonable opportunity to obtain possession thereof at the transferee's expense. All information received pursuant to this Section 6.5(i5.1(c) shall be governed by the terms of Section 5.1(e). (cd) As promptly Following the Closing and until all applicable statutes of limitations (including periods of waiver) have expired (and with respect to Tax Returns, until the later of (I) the five year anniversary of the Closing and (II) the expiration of the statute of limitations with respect to such Tax Return), Seller agrees to retain all Books and Records in existence on the Closing Date and not transferred to Buyer (the "Retained Books and Records"), and to the extent permitted by Law and confidentiality obligations existing as reasonably practicable following of the Closing Date, Seller will transfer, or cause (i) convey to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in Buyer copies of any data room prepared by Tax Returns of Seller or its Subsidiaries in connection with relating to periods (or portions thereof) ending on or after December 31, 1999 and on or before the transactions contemplated Closing (including any amended Tax Returns relating to such periods that are filed by this Agreement. After Seller after the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested records.)

Access and Information. (ai) From and after the date of this Agreement hereof until the Closing, subject to any applicable LawsDiversified and Ellsmere shall, and Seller shall afford Buyer provide and shall cause Diversified and Ellsmere to, provide BostonFed, its employees, consultants and representatives, including, without limitation, its attorneys, accountants and financial advisors, reasonable access to the facilities of Diversified and Ellsmere to make such investigations of the property and plant and such examination of the books, personnel and additional financial and operating data and other information relating to Diversified and Ellsmere (including, without limitation, all documents, or copies thereof, listed in the Disclosure Letter, and all files, records and papers of any and all proceedings and matters listed in the Disclosure Letter) as BostonFed may reasonably request on reasonable notice, and cause its officers, employees, consultants, agents, accountants and attorneys to cooperate fully with BostonFed 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. (b) Following the Closing, upon the request of the other party, Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses such review and examination and to inquiries, reports or submissions make full disclosure to Governmental Entities (including reports filed with BostonFed of all facts affecting the SEC, any consolidated financial or statutory reporting obligations condition and any Tax Returns or replies to the Tax inquiries operations of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the ClosingDiversified and Ellsmere; provided, however, that Seller any such investigation or examination shall have no obligation not affect or otherwise diminish or obviate in any respect any of the representations and warranties of Diversified and Ellsmere or Seller. BostonFed, Diversified and Ellsmere will not, and will cause its representatives not to, use any information obtained pursuant to provide copies of this Section 4.2 for any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining purpose unrelated to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality consummation of the foregoing, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following the Closing Date, Seller will transfer, or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After Subject to the requirements of applicable law, BostonFed will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 4.2 unless such information (a) was already known to such party or an affiliate of such party, other than pursuant to a confidentiality agreement or other confidential relationship, (b) becomes available to such party or an affiliate of such party from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (c) is disclosed with the prior written approval of the other party or (d) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, BostonFed shall promptly cause all copies of documents or extracts thereof containing information and data as to Diversified and Ellsmere to be returned to Diversified and Ellsmere. (ii) From and after the date hereof until the Closing, Diversified and until Ellsmere shall, and Seller shall cause Diversified and Ellsmere to, provide BostonFed, a monthly unaudited consolidated balance sheet, statement of income, retained earnings, cash flows of Diversified and Ellsmere, for such month and for the expiration of any applicable retention periods described in Seller’s data retention policycurrent fiscal year to date, as amended from time to timesoon as practicable after the end of each month, Buyer or its Subsidiaries may request a copy of and in any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested recordsevent within thirty (30) days thereafter.

Access and Information. (a) From the date hereof until the Closing or, if earlier, the termination of this Agreement until in accordance with its terms, Buyer will be entitled to access to the Closingproperties, subject business and operations of Seller and the Business (including access to any applicable Lawsthe personnel, counsel, accountants, consultants and representatives thereof) and such examination of the books and records of Seller shall afford and the Business as Buyer and its representatives reasonable accessmay reasonably request, during regular normal business hours and upon reasonable advance written notice, and Seller will cooperate with any such requests for access 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 foregoing to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liabilitysuch access does not unreasonably interfere with the operations, provided that Buyer or its representatives, during such access, shall not conduct any invasive procedures, including sampling activities and employees 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. (b) Following Upon the Closing, upon the written request of Buyer, Seller agrees to furnish to Buyer a copy of any requested Retained Compliance Record as soon as reasonably practicable, but in any event no later than the other partyclose of business on the fifth Business Day after the date of the request. The Parties agree that, as provided in the preceding sentence, Buyer will require access to healthcare compliance records relating to transactions with healthcare professionals and Seller shallcustomers, including meals and entertainment receipts, needs assessments, fair market value determinations, grant and charitable donation reviews and approvals, audit and investigation reports, and any other documentation that would support compliance with applicable Legal Requirements governing healthcare, transparency of interactions with healthcare professionals and/or institutions and/or anti-bribery, including all Health Care Laws and the Foreign Corrupt Practices Act, 5 U.S.C. §§ 78dd-1, et seq., as amended (to the extent permitted by Lawthe foregoing do not constitute Acquired Assets, make available the “Retained Compliance Records”). Subject to the requesting party and its representatives copies last sentence of all financialthis clause (b), Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with Seller shall (i) retain all Retained Compliance Records in accordance with Seller’s existing records retention policies as of the date of this Agreement and (ii) upon reasonable written notice and subject to applicable Legal Requirements, afford to Buyer and its Affiliates and its and their respective Representatives reasonable access during normal business hours to the Retained Compliance Records. There shall be no cost to Buyer for any audit such retention of or other investigation by access to the Retained Compliance Records. In the event Seller intends to destroy or otherwise no longer retain any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed all of the Retained Compliance Records for the length of txxx Xxxxxx would ordinarily retain the Retained Compliance Records in accordance with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries applicable existing records retention policies of Seller or its Subsidiaries) with respect to Affiliates as of the Transferred Businessdate of this Agreement, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller shall have provide at least 90 days’ advance written notice of such proposed action to Buyer and shall afford Buyer the opportunity to take possession of or copy (at the election of Buyer) such retained Compliance Records (at no obligation cost to provide copies of any Consolidated Tax Return, Buyer or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(iAffiliates). (c) As promptly as reasonably practicable following All information disclosed, whether before or after the Closing Datedate hereof, Seller will transferpursuant to this Agreement or the other Transaction Documents or in connection with the transactions contemplated by any Transaction Document, or cause the discussions and negotiations preceding, this Agreement to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller Buyer (or its Subsidiaries Representatives) will be kept confidential by such Persons in accordance with the Confidentiality Agreement and will not be used by any Person, other than in connection with the transactions contemplated by this Agreement. After The Parties agree that notwithstanding anything to the contrary contained in the Confidentiality Agreement, the Confidentiality Agreement will survive from the date hereof, and only if the Closing occurs, the confidentiality obligations with respect to any Acquired Assets that constitute “confidential information” thereunder will terminate at the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested records.

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 The provisions of Seller or any of its Affiliates and (iithis Section 4.1(c)(i) properties of the Transferred Business to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liabilityshall apply, 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. (b) Following the Closing, upon the request of the other party, Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred BusinessInvestor, from the Signing Date until the date when the Investor or one of its Affiliates no longer owns, directly or indirectly, any Subordinated Debt and (y) with respect to the Inspector General of the Treasury and the Comptroller General of the United States, from and after the Signing Date but, after the date when the Investor or one of its Affiliates no longer owns, directly or indirectly, any Subordinated Debt, only with respect to the period in which the Investor or one of its Affiliates directly or indirectly owned any Subordinated Debt. Subject to the foregoing, and limited solely to information determined by the Investor to be relevant to the Subordinated Debt, the Transferred CompaniesRecipient will permit, and shall cause each of the Recipient Subsidiaries to permit, the Transferred AssetsInvestor, the Assumed Liabilities or Inspector General of the Excluded Liabilities related Treasury and the Comptroller General of the United States and their respective agents, consultants, contractors and advisors to periods prior (x) examine any books, papers, records, Tax returns (including all schedules and attachments thereto), data and other information, (y) make copies thereof and (z) discuss the affairs, finances and accounts of the Recipient and the Recipient Subsidiaries with the personnel (including the principal officers) of the Recipient and the Recipient Subsidiaries, all upon reasonable notice, provided, that: (A) any examinations and discussions pursuant to this Section 4.1(c)(i) shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Recipient and the Recipient Subsidiaries; (B) neither the Recipient nor any Recipient Subsidiary shall be required by this Section 4.1(c)(i) to disclose any information to the Closing; provided, however, that Seller shall have no obligation extent (x) prohibited by applicable law or regulation (including laws and regulations relating to provide copies the use or disclosure of any Consolidated Tax Returnconfidential supervisory information), or (iiy) that such disclosure would reasonably be expected to cause a violation of any matters relating agreement to insurance coverage, third-which the Recipient or any Recipient Subsidiary is a party litigation, claims, proceedings and investigations pertaining or would cause a risk of a loss of privilege to the Transferred CompaniesRecipient or any Recipient Subsidiary (provided that the Recipient shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) apply); (C) the obligations of the Recipient and the Recipient Subsidiaries to disclose information pursuant to this Section 4.1(c)(i) to the Inspector General of the Treasury, the Transferred AssetsComptroller General of the United States and their respective agents, consultants, contractors or advisors, shall be subject to the Transferred Business, agreement by the Inspector General of the Treasury or the Assumed LiabilitiesComptroller General of the United States, as applicable, with respect to documents obtained under this Section 4.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting the input from the Recipient as to information that should be afforded confidential treatment, as appropriate; and (D) for avoidance of doubt, any investigation or discussions pursuant to this Section 4.1(c)(i) may, at the Investor’s option, be conducted on site at any office of the Recipient or any Recipient Subsidiary. (ii) Subject to the assignment of the rights under this Section 4.1(c)(ii) pursuant to Section 4.1(c)(iii), from the Signing Date until the date on which all the Subordinated Debt has been redeemed in whole, the Recipient will deliver, or will cause to be delivered, to the Investor: (A) as soon as available after the end of each fiscal year of the Recipient, and in any event within one hundred twenty (120) days thereafter, a consolidated balance sheet of the Recipient as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Recipient for such year, in each case prepared in accordance with respect to periods prior GAAP and setting forth in each case in comparative form the figures for the previous fiscal year of the Recipient and which shall be audited to the Closing. Without limiting extent audited financial statements are available; (B) as soon as available after the generality end of the foregoingfirst, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following second and third quarterly periods in each fiscal year of the Closing DateRecipient, Seller will transfer, or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously quarterly reports provided to Buyer. Upon receipt Equityholders of the Recipient; (C) as soon as available after the Recipient receives any assessment of the Recipient’s internal controls, a copy of such requestassessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Recipient is prohibited by applicable law or regulation from disclosing to the Investor); (D) as soon as such items become effective, Seller any amendments to the Charter, bylaws or other organizational documents of the Recipient; and (E) at the same time as such items are sent to all Equityholders in the case of S Corps or Members in the case of mutual institutions, copies of any information or documents, excluding, if the Recipient is a mutual institution, any general solicitations or advertisements for services and products, sent by the Recipient to its Subsidiaries Members; provided, however that, notwithstanding clauses (A)-(E) of this Section 4.1(c)(ii), this Section 4.1(c)(ii) shall not require the Recipient to prepare audited financial statements if it does not otherwise prepare audited financial statements and shall not require the Recipient to submit Call Reports to the Investor. (iii) The Investor’s information rights pursuant to Section 4.1(c)(ii) and the Investor’s right to receive certifications from the Recipient pursuant to Section 4.1(d)(i) may be assigned by the Investor to a transferee or assignee of the Subordinated Debt with a face value of no less than an amount equal to ten percent (10%) of the Purchase Price. (iv) Nothing in this Section shall be construed to limit the authority that the Inspector General of the Treasury, the Comptroller General of the United States or any other applicable Governmental Entity has under law. (v) The Recipient shall provide Buyer with to the requested documents Investor all such information as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs the Investor may request from time to time related to the study under Section 525 of Division N of the Consolidated Appropriations Act, 2021 and expenses incurred by Seller in connection with providing any such requested recordsrelated studies.

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. (b) From the date hereof until the Closing, Cheetah shall provide to A/N the same monthly financial information package that Cheetah provides to the Board of Directors of Cheetah and shall afford A/N and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to the senior management of Cheetah and its Subsidiaries. As promptly as practicable after the date hereof, A/N shall provide to Cheetah A/N’s good faith estimate of the number of Video Customers under each Bengal System as of December 31, 2014. (c) For a period of seven years after the Closing Date or, if shorter, the applicable period specified in Cheetah’s document retention policy, Cheetah shall retain all Books and Records, and to the extent permitted by Law and confidentiality obligations existing as of the Closing Date, grant to A/N and its Representatives during regular business hours and subject to reasonable rules and regulations, the right, (i) to inspect and copy the Books and Records to the extent they relate to periods prior to the Closing Date and (ii) to have personnel of Cheetah and its Affiliates made available to them or to otherwise cooperate to the extent reasonably necessary, in each case in connection with (A) preparing and filing Tax Returns or any Tax inquiry, audit, investigation or dispute, (B) any investigation or any litigation by a third party against A/N or (C) the administration of Excluded Liabilities. During the period from the date of this Agreement until the date that is seven years from the Closing Date, no Books and Records relating to periods prior to the Closing Date shall be destroyed by Cheetah without first advising A/N in writing and giving A/N a reasonable opportunity to inspect and copy such Books and Records in accordance with this Section 5.1(c). Following the Closing, upon to the request extent permitted by Law and confidentiality obligations existing as of the Closing Date, Cheetah shall grant to A/N and its Representatives, during regular business hours and subject to reasonable rules and regulations, the right (i) to inspect and copy any books, ledgers, files, reports, databases, records, manuals and other partydocuments in the possession of Cheetah or its Affiliates pertaining to any Benefit Plan that is a Pension Plan and (ii) to have personnel of Cheetah and its Affiliates made available to them, Buyer or to otherwise cooperate to the extent reasonably necessary, in connection with the continuing administration of any Benefit Plan that is a Pension Plan or any Excluded Liability by A/N or its Affiliates after the Closing. (d) At the Closing, A/N and Seller its Affiliates shall deliver to Cheetah all of their Books and Records. For a period of seven years after the Closing Date, A/N shall, to the extent permitted by LawLaw and confidentiality obligations existing as of the Closing Date, make grant to Cheetah and its Representatives during regular business hours and subject to reasonable rules and regulations, the right to have personnel of A/N and its Affiliates made available to the requesting party and its representatives copies of all financial, Tax and other information pertaining them or to otherwise cooperate to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilitiesextent reasonably necessary, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested including in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations preparing and any filing Tax Returns or replies to the any Tax inquiries of Seller inquiry, audit, investigation or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller shall have no obligation to provide copies of any Consolidated Tax Returndispute, or (ii) any matters relating litigation or investigation. For the avoidance of doubt, nothing in this Section 5.1(d) requires A/N to insurance coveragegrant access to the Tax Returns of A/N or its Affiliates, third-party litigationexcept such portions of such Tax Returns for taxable periods (or portions thereof) ending on or before the Closing Date as relate to Bengal and its Subsidiaries and the Bengal Business and as necessary for Cheetah to prepare and file any Tax Return or any Tax inquiry, claimsaudit, proceedings investigation or dispute. (e) Prior to the Closing, Cheetah shall use all subscriber information (as hereinafter defined) that was obtained prior to the Closing from Bengal, its Subsidiaries or any Affiliate of any of the foregoing only in compliance with Sections 222 and investigations 631 of the Communications Act and all other Laws governing the use, collection, disclosure and storage of such information. For purposes hereof, “subscriber information” means personally identifiable information pertaining to customers, including names, telephone numbers, e-mail and billing addresses, credit card numbers and expiration dates and bank account numbers and routing numbers. (f) Without limiting the Transferred Companiesother provisions of this Section 5.1, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting , A/N shall deliver to Cheetah: (i) on the generality date hereof, the Operating Budget for fiscal year 2015 (if not already delivered to Cheetah prior to the date hereof) and no later than December 15, 2015, if as of the foregoing, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following such date the Closing Datehas not occurred and this Agreement has not been terminated, Seller will transferthe Operating Budget for fiscal year 2016, or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents (ii) as promptly as reasonably practicable, but in any event within thirty (30) days after the end of each calendar month, reports showing (A) monthly profit statements reflecting the categories of revenues, net set forth on the billing reports for the Bengal Systems, and operating and capital expenses (excluding depreciation and amortization); and (B) residential customers and average revenue per unit by product; in each case, on a consolidated basis and for each Bengal System as of the last day of such month (collectively, the “System Reports”); (iii) as promptly as reasonably practicable, and using its best efforts to deliver within thirty-five (35) days, but in any event within forty (40) days (or, solely with respect to the first fiscal quarter of 2015, as promptly as reasonably practicable, and using its best efforts to deliver within forty-five (45) days but in any event within fifty (50) days) after the completion of each fiscal quarter of Bengal, (A) Bengal’s consolidated unaudited balance sheet as of the end of such fiscal quarter and for the corresponding fiscal quarter in the previous fiscal year, and Bengal’s related consolidated statements of operations, changes in members’ equity and cash flows (and related footnotes) for such fiscal quarter and for the corresponding fiscal quarter in the previous fiscal year, in each case that have been reviewed by its independent public accountants who have issued a Statements on Auditing Standards No. Buyer shall reimburse Seller or its Subsidiaries 100 Review report; and (B) a consolidated capital expenditure summary; in each case for all reasonable outthe period from the end of Bengal’s most recently completed fiscal year to the end of such fiscal quarter; and (iv) as promptly as reasonably practicable, but in any event within sixty-of-pocket costs five (65) days after the com- pletion of each fiscal year, Bengal’s consolidated audited balance sheet as of the end of such fiscal year, and expenses incurred by Seller Bengal’s related consolidated statements of operations, changes in connection with providing any such requested recordsmembers’ equity and cash flows.

Access and Information. (a) From the date of this Agreement Subject to Section 7.9, 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, and with the prior written consent of Seller and under arrangements prescribed by Seller (including such reasonable restrictions as Seller may require); provided further , Buyer and its representatives (including accountants and counsel) will have reasonable access, during normal business hours and in such manner as will not unreasonably interfere with the conduct of the business of Seller, to all properties, books, records, and Tax Returns of Seller and all other information with respect to its business, together with the opportunity to make copies of such books, records, and other documents. Seller will designate those persons ("Seller's Contact Persons") that in the case of competitively sensitive informationBuyer is authorized to contact, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures not contact or discuss this transaction with respect any of Seller's officers, directors, employees or agents that are not designated Seller's Contact Persons unless the designated Seller's Contact Persons do not respond, within a reasonable period of time, to such information and it being further understood that Buyer's attempts to contact or communicate with them. In furtherance of the foregoing, in connection with each proposed visit to a Station, Buyer shall reimburse notify 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.purpose of the visit, the names of the persons attending the visit, the person to be contacted and such other information as Seller may request. Buyer will use (b) Following Within 30 days after the Closingend of each calendar month, upon the request Seller shall deliver to Buyer, for each of the Stations, and for Seller as a whole, monthly operating statements (in a form consistent with the monthly operating statements previously supplied to Buyer) prepared in the ordinary course of business for internal purposes. In addition, within 45 days after the end of each calendar quarter, Seller shall deliver to Buyer, for each of the Stations, quarterly statements prepared in the ordinary course for internal purposes containing a detailed listing of all trade and barter agreements of each Station showing the status of all such agreements as of the end of the quarter. Subject to any applicable existing legal restrictions, Seller shall deliver to Buyer the rating books and such other partyratings information subscribed to by Seller including, without limitation, Arbitrends, Accuratings or any other written information reflective of the quantitative or qualitative nature of the audiences of the Stations for each of the Stations upon receipt of the same by any officer or director of Seller. Seller shall instruct the Station Management of each Station to provide such information and reports to Buyer's corporate officers promptly upon receipt by such Station Management. In addition, Seller will use reasonable efforts to prepare hard copies of each Station's weekly sales pacing reports and will deliver these copies to Buyer in a timely manner; and Buyer acknowledges that Seller has disclosed to Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, advised Buyer that Seller has experienced substantial difficulty in preparing or generating these reports and Seller shall have no not be deemed to be in breach or default of its obligation to provide copies of any Consolidated Tax Returnthese reports to Buyer if Seller is not able, using commercially reasonable efforts, to prepare or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i)generate these reports. (c) As promptly Subject to Section 7.9 and without duplication of Section 5.2(b), at such time as reasonably practicable following Seller provides the Closing Datesame to its lenders, Seller will transfer, or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with copies of the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs financial statements and expenses incurred other information delivered by Seller to such lenders. (d) Except as required by Section 5.3 and the last sentence of Section 5.2(b) and notwithstanding any provision in connection with providing this Agreement to the contrary or apparently to the contrary, nothing in this Agreement shall obligate Seller to generate any such requested recordsfinancial statements, reports or other documents not presently being produced or generated by Seller.

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; it being understood that Buyer shall not conduct any environmental sampling without the prior written consent of Seller, which consent may be withheld in Seller’s reasonable discretion. All requests made pursuant to this Section 5.1(a) shall be directed to an executive officer of Seller or such Person or Persons as may be designated by Seller. All information received pursuant to this Section 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. (b) Following the Closing and until all applicable statutes of limitations (including periods of waiver) have expired, Buyer agrees to retain all Books and Records in existence on the Closing Date, and to the extent permitted by Law and confidentiality obligations existing as of the Closing Date, grant to Seller and its representatives during regular business hours and subject to reasonable rules and regulations, the right, at the expense of Seller, (i) to inspect and copy the Books and Records and (ii) to have personnel of Buyer made reasonably available to them or have Buyer otherwise cooperate to the extent reasonably necessary, including in connection with (A) preparing and filing Tax Returns and/or any Tax inquiry, audit, investigation or dispute, (B) any litigation or investigation[ or], (C) the claims resolution, plan confirmation, plan administration and case closing processes in the Reorganization Case or (D) the preparation of the Financial Information (as defined in the Friendco Purchase Agreement), provided Quarterly Reports (as defined in the Friendco Purchase Agreement) or Annual Reports (as defined in the Friendco Purchase Agreement) required to be prepared or filed pursuant to Sections 5.11 or 5.19 of the Friendco Purchase Agreement, respectively; provided, however, that in no event shall Seller have access to any information that, based on advice of Buyer’s counsel, would (1) reasonably be expected to create Liability under applicable Laws, including U.S. Antitrust Laws, or waive any material legal privilege (provided, that in such latter event Buyer and Seller shall in good faith use its commercially reasonable efforts to provide cooperate to permit disclosure of such information in a manner and form that would not reasonably be expected to consistent with the preservation of such legal privilege), (2) result in the disclosure of any trade secrets of third parties or (3) violate any such obligation of Buyer with respect to disclosure of information or confidentiality or eliminate or reduce the benefit of any such legal privilege(provided, 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 clause (3), to the extent specifically requested by Seller, Buyer has in good faith sought to obtain a waiver regarding the possible disclosure from the third party to whom it being further understood that Buyer owes an obligation of confidentiality). In no event 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 representatives have access to the Tax Returns of Buyer. No Books and Records shall be destroyed by Buyer without first advising Seller in writing and giving Seller a reasonable opportunity to obtain possession thereof at the transferee’s expense. All information received by Buyer or its representatives pursuant to this Section 6.1 5.1(b) shall be governed by the terms of the Confidentiality AgreementSection 5.1(d). (bc) Following the ClosingClosing and until all applicable statutes of limitations (including periods of waiver) have expired (and with respect to Tax Returns, upon until the request later of (I) the five year anniversary of the other partyClosing and (II) the expiration of the statute of limitations with respect to such Tax Returns), Seller agrees to retain all Books and Records and all Excluded Books and Records, in each case in existence on the Closing Date and not transferred to Buyer or retained by a Transferred Joint Venture Entity (the “Retained Books and Seller shallRecords”), and to the extent permitted by LawLaw and confidentiality obligations existing as of the Closing Date, (i) permit Buyer to make available copies of any Tax Returns (including related workpapers) relating to the requesting party any Transferred Joint Venture Entity (including any amended Tax Returns relating to such Transferred Joint Venture Entities and workpapers related thereto), (ii) grant to Buyer and its representatives the right to inspect and make copies of all financialRetained Books and Records not described in clause (i) above (other than Excluded Books and Records) and (iii) grant to Buyer and its representatives during regular business hours and subject to reasonable rules and regulations, Tax and other information pertaining the right, at the expense of Buyer, to have personnel of Seller made reasonably available to them or have Seller otherwise cooperate to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilitiesextent reasonably necessary, Transferred Assetsin each case, Assumed Liabilities and the Business Employees reasonably requested including in connection with (iA) preparing and filing Tax Returns and/or any Tax inquiry, audit, investigation or dispute or (B) any audit litigation or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closinginvestigation; provided, however, that in no event shall Buyer or its representatives have access to any information that, based on advice of Seller’s counsel, would (1) reasonably be expected to create Liability under applicable Laws, including U.S. Antitrust Laws, or waive any material legal privilege (provided, that in such latter event Buyer and Seller shall have no obligation use commercially reasonable efforts to provide copies cooperate to permit disclosure of such information in a manner consistent with the preservation of such legal privilege), (2) result in the disclosure of any Consolidated Tax Returntrade secrets of third parties or (3) violate any obligation of Seller with respect to confidentiality (provided, that with respect to clause (3), to the extent specifically requested by Buyer, Seller has in good faith sought to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality). No Retained Books and Records shall be destroyed by Seller without first advising Buyer in writing and giving Buyer a reasonable opportunity to obtain possession thereof at the transferee’s expense. (d) From and after the Closing, Seller and its Affiliates shall keep confidential any non-public information in their possession Related to the Business or related to the Transferred Assets (any such information that is required to keep confidential pursuant to this sentence shall be referred to as “Confidential Information”). Neither Seller nor its Affiliates shall disclose, or permit any of their respective directors, officers, employees or representatives to disclose, any Confidential Information to any other Person or use such information to the detriment of Buyer or its Affiliates; provided, that such party may use and disclose any such information (i) once it has been publicly disclosed (other than by such party in breach of its obligations under this Section 5.1(d)) or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companiesextent that such party may, in the reasonable judgment of its counsel, be compelled by Law to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded Buyer the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. Except in respect of Excluded Assets and Excluded Liabilities, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer Seller Confidentiality Agreement shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following terminate upon the Closing Date, Seller will transfer, or cause to be transferred, to with no further liability thereunder on the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration part of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested recordsparty thereto.

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. (b) Following the Closing, upon the request Closing and until such time as any applicable statute of the other partylimitations (including periods of waiver) has run, Buyer and any of its Affiliates agree to retain all Business Books and Records included in the Transferred Assets in existence on the Closing Date, and to the extent permitted by Law and subject to confidentiality obligations, grant to Seller shalland any of its Affiliates and representatives, during regular business hours, upon reasonable advance notice and subject to reasonable rules and regulations, the right, at the expense of Seller (i) to inspect and copy the Business Books and Records included in the Transferred Assets that are in the possession of Buyer or any of its Affiliates or (ii) to have personnel of Buyer or any of its Affiliates made available to Seller or any of its Affiliates or have Buyer and any of its Affiliates otherwise cooperate to the extent reasonably necessary, including in connection with (A) preparing and filing Tax returns and/or any Tax inquiry, audit, investigation or dispute or (B) any litigation or investigation. (c) Following the Closing, Seller and its Affiliates shall retain all Business Books and Records included in the Excluded Assets in existence on the Closing Date consistent with its retention policies as in effect as of the date hereof. Following the Closing and until such time as any applicable statute of limitations (including periods of waiver) has run, Seller and its Affiliates agree, to the extent permitted by LawLaw and subject to confidentiality obligations, make to grant to Buyer and its representatives, during regular business hours, upon reasonable advance notice and subject to reasonable rules and regulations, the right, at the expense of Buyer, (i) to inspect and copy any Business Books and Records included in the Excluded Assets that are in the possession of Seller or any of its Affiliates or (ii) to have personnel of Seller or any of its Affiliates made available to the requesting party Buyer or have Seller and any of its representatives copies of all financial, Tax and other information pertaining Affiliates otherwise cooperate to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilitiesextent reasonably necessary, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested including in connection with (iA) preparing and filing Tax returns and/or any Tax inquiry, audit, investigation or dispute or (B) any audit litigation or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies investigation. Notwithstanding anything to the Tax inquiries of Seller or its Subsidiaries) with respect contrary herein, to the Transferred extent Buyer requests in writing that Seller and its Affiliates retain specified Business Books and Records for a specified period in order to comply with any change in Law relating to the Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller and its Affiliates shall have no obligation to provide copies retain such Business Books and Records for such period irrespective of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, Seller’s retention policies as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality effect as of the foregoingdate hereof. (d) For the period commencing on the Closing Date and ending six (6) months thereafter, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following have reasonable access to all technical notebooks/ databases/experimental chemicals existing on the Closing Date, Seller will transfer, or cause to be transferred, Date relating to the Transferred Companies the organizational documents related to Business that are not included in the Transferred Companies Assets with a right to copy relevant portions of such notebooks or use relevant portions of such databases and materials in any data room prepared chemicals, for the period commencing on the six-month anniversary of the Closing and ending on the 12-month anniversary thereof, up to 10 of Buyer’s employees shall be permitted reasonable access as set forth above. Thereafter, such items existing on the Closing Date shall be provided by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt ’s employees upon reasonable request of such request, Buyer to Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. and Buyer shall reimburse Seller or for its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested recordsaccess.

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 (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. (b) Following the Closing, upon the request of the other party, Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller shall have no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following the Closing Date, Seller will transfer, or cause to be transferred, . Notwithstanding anything to the Transferred Companies contrary contained herein, the organizational documents related foregoing limitations shall not apply to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries claim for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested recordsFraud.

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 ContractsPurchaser any existing financial and operating data or other information that is or becomes available in the ordinary course with respect to the Purchased Assets and the Business in order to assist the Purchaser in the preparation and review of transfer documents necessary for Closing, assist the Purchaser in connection with the transition of the Business and the Employees and facilitate the requests of the Purchaser’s lenders with the understanding and agreement that there shall be no obligation of the Vendors to consent to any access that could in 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 rights hereunder in such manner as to minimize disruption of the operations of the Business or of the Vendors, or the Employees. (b) Prior to the Closing or the date of the Termination of this Agreement, to the extent in the Purchaser’s possession or reasonably available to it, the Transferred Books Purchaser shall make available to the Vendors, their representatives and Records legal, accounting, financial, engineering and professional advisors after the date of execution of this Agreement reasonable access to the books and records, contracts, title documents, plans, reports (including forecasts), licences and permits (including forest tenures), 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 officers senior management 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, Purchaser 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 privilegeforthwith furnish, 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 cause 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. (b) Following the Closing, upon the request of the other party, Buyer and Seller shallfurnished, to the extent permitted by Law, make available to the requesting party Purchaser any existing financial and its representatives copies of all financial, Tax and operating data or other information pertaining to that is or becomes available in the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) ordinary course with respect to the Transferred BusinessPurchaser in order to assist the Vendors in their evaluation of the Purchaser’s business and value of the Purchase Price Shares, with the Transferred Companies, understanding and agreement that there shall be no obligation of the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related Purchaser to periods prior consent to any access that could in any Material respect be harmful to the Closing; provided, however, its business in the event that Seller shall have no obligation Closing was not completed or that could violate Applicable Law. The Vendors further undertake to provide copies exercise their rights hereunder in such manner as to minimize disruption of any Consolidated Tax Return, the operations of the business of the Purchaser or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to of the Transferred Companies, the Transferred Assets, the Transferred BusinessPurchaser, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i)Employees. (c) As promptly as reasonably practicable following The Parties hereby agree that from the Closing Date, Seller will transfer, or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by execution of this Agreement. After , until the Closing, all communications for the purposes of this Section 5.1 (other than with respect to Xxxxxxx Xxxxxxx and until Xxxx-Xxxxxxxx Xxxxxxx) or for any other purpose generally relating to the expiration Business, shall be directed to, or channelled through, each Party’s legal counsel or (i) in respect of any applicable retention periods described in Seller’s the Vendors, Xxxxxxx Loulou and such other persons as the Vendors may advise to ensure a smooth and efficient flow of communications and data retention policyand (ii) on behalf of Purchaser, Xxxx Xxxxx and Xxxxxxx Xxxxxxx and such other persons as amended Purchaser may advise from time to time. All communications with or between other persons shall have been previously authorized by said representatives of the Vendors and the Purchaser, Buyer and the Parties further agree that after points of contacts have been established between representatives of the Purchaser and representatives of Vendors, and vice versa, no further authorizations or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt restrictions on communications shall be required or applicable in respect of such request, Seller or its Subsidiaries shall provide Buyer Persons with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested recordseach other.

Access and Information. (a) From On the date Closing Date or as soon as practicable thereafter, Seller shall deliver or cause to be delivered to Buyer all original agreements, documents, books, records and files, including records and files stored on computer disks or tapes or any other storage medium (collectively, "Records"), if any, in the possession of this Agreement until Seller relating to the ClosingCompany, other than those related to Discontinued Operations, to the extent not then in the possession of the 31 39 Company and its Subsidiaries, 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 following exceptions: (i) accountants’ work papers Buyer recognizes that certain Records may contain incidental information relating to the Transferred Books Company and its Subsidiaries or may relate primarily to Subsidiaries or divisions of Seller other than the Company and its Subsidiaries, and that Seller may retain such Records and access shall provide copies of the relevant portions thereof to auditors of Seller or any of its Affiliates and Buyer; and (ii) properties Seller may retain all Records prepared in connection with the sale of the Transferred Business Shares, including bids received from other parties and analyses relating to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liability, provided that Buyer or Company and 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 AgreementSubsidiaries. (b) Following the Closing, upon the request of the other partyClosing Date, Buyer and the Company shall give Seller shalland its counsel, accountants and other representatives, reasonable access, during normal business hours, to all Records of the extent permitted by LawAcquired Business, make available and shall furnish to Seller and its counsel, accountants and other representatives all such information concerning the requesting party affairs of the Company as Seller and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) may request with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods Acquired Business as operated prior to the Closing; provided, however, that Seller shall have no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly Following the Closing Date, Seller shall give Buyer and the Company and their respective counsel, accountants and other representatives reasonable access, during normal business hours, to all Records relating to the Acquired Business and Discontinued Operations retained by Seller, and shall furnish to Buyer and the Company and their respective counsel, accountants and other representatives all such information concerning the affairs of the Company as they and their representatives reasonably practicable may request with respect to the Acquired Business and Discontinued Operations as operated prior to the Closing. (d) Nothing in this paragraph 3.4 shall prohibit either party from destroying records and other documents in the usual course of its business, except that (i) Seller shall not have the right to destroy Records that should have been delivered to Buyer pursuant to this Agreement and (ii), for a period of seven (7) years following the Closing Date, Seller will transfer, each party shall use reasonable efforts not to destroy or cause to be transferred, to the Transferred Companies the organizational documents dispose of any Records related to the Transferred Companies Acquired Business unless it first offers such Records to the other party in writing and materials in any data room prepared by Seller such other party fails to accept or decline such offer within 90 days of its Subsidiaries in connection with the transactions contemplated by this Agreementbeing made. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to timeNotwithstanding paragraph 3.4(d)(ii) above, Buyer or its Subsidiaries may request and Seller hereby acknowledge and agree that failure to comply with such provision shall not create any liability on the part of the party not in compliance nor create a copy of defense to any other Transferred Books and Records not previously provided to Buyer. Upon receipt of claim made by such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested recordsparty.

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. (b) Following From and after the ClosingEffective Time, Acquiror and SPC shall give the Stockholders’ Representative access, upon the request of the other party, Buyer reasonable advance notice and Seller shallat reasonable times, to the extent permitted by Law, make available to the requesting party books and records of SPC and its representatives copies of all financial, Tax and other information pertaining Subsidiaries as may be reasonably necessary for the Stockholders’ Representative to the Transferred Business or the operation or ownership of the Transferred Business and wind up its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related and Excluded Taxes. If Acquiror, SPC or any Radio Subsidiary receives any written notice from any Taxing Governmental Body proposing any adjustment to periods prior any Excluded Tax relating to SPC or any current or former Subsidiary, including Susquehanna Cable Co. and its direct and indirect Subsidiaries then Acquiror, SPC or any such Radio Subsidiary shall give prompt written notice thereof to the Closing; providedStockholders’ Representative, however, that Seller which notice shall have no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, describe in detail each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i)proposed adjustment. (c) As promptly as reasonably practicable following the Closing Date, Seller will transfer, or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested records.

Access and Information. (a) From the date of this Agreement until the Prior to Closing, subject to any applicable LawsLaw, Seller shall afford permit Buyer and its representatives (including representatives of Buyer's financing sources) to have reasonable access, during regular business hours and upon reasonable advance written notice, to the Assigned Company and its Subsidiaries and to their respective books, Contracts, records, facilities and properties (including reasonable access to conduct Phase I environmental investigations) and to the Transferred Books officers, key Employees, accountants and Records and the officers auditors of the Transferred BusinessCompany and its Subsidiaries, and to furnish to Buyer such data and information (including financial and operations data) regarding the business of the Company and its Subsidiaries as Buyer shall from time to time may reasonably request in writing and otherwise as mutually agreed (including pursuant including, to the Cutover Plan Support Agreementextent satisfying such criteria, any data or information to facilitate the transactions contemplated by the Financing Commitments). 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 in each case to the extent that circumstances arise that could reasonably be expected to result in a material environmental Liabilitysuch access does not unreasonably interfere with the business or operations of Seller, the Company or any of their respective Affiliates; provided that Buyer or its representatives, during and such access, representatives comply with the confidentiality obligations contained herein and in the Confidentiality Agreement; and provided further that the foregoing 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) require Seller to permit any information inspection, or to disclose any information, that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information its 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 the Subsidiaries' obligations with respect to confidentiality or (ii) require any disclosure by Seller, the Company or any of its Subsidiaries with respect to disclosure that reasonably could, as a result of information or confidentiality or eliminate or reduce such disclosure, have the benefit effect of causing the waiver of any legal privilege of privilege. Seller or any of its Subsidiaries (if, with respect agrees 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 obtain waivers 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 foregoing confidentiality obligations and Buyer shall and Seller agree upon mutually acceptable “clean team” procedures with respect to such information and it being further understood that Buyer shall reimburse Seller promptly for use commercially 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 efforts to this Section 6.1 shall be governed by the terms of the Confidentiality Agreemententer into appropriate joint defense agreements. (b) Following the Closing, upon the request of the other party, Buyer and Seller shall, In addition to the extent permitted by Lawconfidentiality arrangements contained herein, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business provided or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller shall have no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following the Closing Date, Seller will transfer, or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries obtained in connection with the transactions contemplated by this Agreement (including pursuant to clause (a) above) shall be held by Buyer in accordance with and subject to the terms of the Confidentiality Agreement. After , dated March 28, 2002, between TPG Partners III, L.P. and Diageo (the Closing"Confidentiality Agreement") and Seller shall have the right to enforce the provisions of the Confidentiality Agreement against Buyer as if it were Diageo and Buyer were TPG Partners III, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested records.L.

Access and Information. Subject to applicable Law, and to the extent reasonably required for tax, accounting, regulatory, compliance, litigation or solely for investigation purposes, or otherwise reasonably requested by any of the Parties (other than in connection with a dispute, claim or litigation between Buyer or any Affiliates of Buyer and Seller or any Seller Entity): (a) From Buyer shall and shall cause its Subsidiaries to (i) retain all books, ledgers, files, reports, plans, operating records and any other material documents in existence at the date Closing (collectively, the “Records”) pertaining to Seller and its Affiliates for a period of this Agreement until five (5) years from the ClosingEffective Date and (ii) provide Seller, subject to any applicable Lawsat Seller’s expense, Seller shall afford with reasonable access without hindering the normal operations of Buyer and its representatives reasonable accessSubsidiaries (solely for the purpose of inspection and copying), during regular normal business hours hours, and upon reasonable advance written noticenotice and under the supervision of Buyer’s or its Subsidiaries’ personnel, to the Assigned Contracts, the Transferred Books and such Records and the officers of the Transferred Business, as Buyer shall from time with respect to time reasonably request in writing and otherwise as mutually agreed (including pursuant periods or occurrences prior to the Cutover Plan Support AgreementEffective Date, in each case for Seller’s preparation of financial statements, taxes, reporting obligations, compliance with Laws and other reasonable purposes. Notwithstanding anything to the contrary set forth in the foregoing provisions of this Section 5.1(a). Seller shall use its reasonable best efforts to afford , Buyer and its representatives reasonable Subsidiaries may withhold access, documents or information that in the reasonable judgment of Buyer would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality. (b) Seller shall and shall cause its Subsidiaries to (i) retain all Records pertaining to Buyer and its Affiliates for a period of five (5) years from the Effective Date and (ii) provide Buyer, at Buyer’s expense, with reasonable access without hindering the normal operations of Seller and its Subsidiaries (solely for the purpose of inspection and copying), during regular normal business hours hours, and upon reasonable advance written noticenotice and under the supervision of Seller’s or its Subsidiaries’ personnel, to (i) accountants’ work papers relating such Records with respect to periods or occurrences prior to the Transferred Books Effective Date, in each case for Buyer’s preparation of financial statements, taxes, reporting obligations, compliance with Laws and Records and access to auditors of Seller or any of its Affiliates and (ii) properties of the Transferred Business other reasonable purposes. Notwithstanding anything to the extent that circumstances arise that could reasonably be expected to result contrary set forth in a material environmental Liabilitythe foregoing provisions of this Section 5.1(b), provided that Buyer or Seller and its representatives, during such Subsidiaries may withhold access, shall not conduct any invasive procedures, including sampling of soil, groundwater, surface water documents 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 result in the disclosure of any Trade Secrets of third parties or 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 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. (b) Following the Closing, upon the request of the other party, Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller shall have no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following the Closing Date, Seller will transfer, or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested records.

Access and Information. With respect to each Target Group Company, from the date hereof until the Closing Date, the Seller shall, and shall cause their Affiliates to: (a) From afford 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 noticewithout causing unreasonable disruption to the Target Group Companies’ business, employees, or operations, to the Assigned Contractsassets, books and records (including Tax Returns), offices and other facilities and Representatives who have knowledge relating to such Acquired Interests and Target Group Companies, in each case, in order for the Transferred Books Buyer to have the opportunity to make such investigation and Records to make such copies of such information and data as the officers Buyer reasonably requires in connection with the transactions contemplated hereby or obtaining any Required Approvals; (b) promptly upon becoming available, provide the Buyer with periodic financial reports (including quarterly financial statements and monthly management accounts) prepared in the ordinary course in respect of the Transferred BusinessTarget Group Companies; (c) promptly after learning of same, as inform the 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 of (i) accountants’ work papers relating any events, circumstances, facts and occurrences arising subsequent 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 Signing Date which could reasonably be expected to result in a material environmental Liabilityany breach by the Seller or Seller Shareholder of the Transaction Documents, provided that Buyer or its representativesthat, during for the avoidance of doubt, such access, notification shall not conduct in 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 way prejudice the Buyer’s counselrights and remedies under the Transaction Documents in respect of such breach; and (ii) 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 all other developments which could reasonably be expected to violate any such obligation with respect to disclosure materially affect the assets, Liabilities, business, financial condition, operations, result of information operations, client relationships, employee relations, projections or confidentiality or eliminate or reduce the benefit prospects of any such legal privilege, Target Group Company; and (d) promptly inform the Buyer of any material written communications between any Governmental Authority and a Target Group Company 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 Seller Shareholder, including relating to any of its Subsidiaries in complying with any such request by contemplated or on behalf of Buyer. All information received by Buyer pending claim, action, suit, proceeding or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality Agreement. (b) Following the Closing, upon the request of the other party, Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority Governmental Authority involving or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller shall have no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, such Target Group Company or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following the Closing Date, Seller will transfer, or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested recordshereby.

Access and Information. (a) From the date hereof until the Closing Date or termination of this Agreement until Agreement, Buyer and Buyer’s representatives shall be entitled to reasonable access to the ClosingCompany, subject during normal business hours and upon advance notice, including for post-Closing integration and transition planning, and the Company shall cooperate to the extent such access does not unreasonably interfere with the operations, activities and employees of the Company. The foregoing access rights shall not include the right to (i) take any invasive environmental samples that have not been approved by the Company in its sole discretion, (ii) have access to any information the disclosure of which is restricted by applicable LawsLaw (including competition or antitrust Law) or which could result in the waiver of attorney-client or work-product privilege, Seller shall afford or (iii) have access to any customer lists other than access to customer lists on a blinded basis that are necessary for regulatory purposes. Buyer and its representatives and agents shall not contact or hold discussions with suppliers or customers of the Company regarding the Company in connection with the transactions contemplated by this Agreement without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed) and in such event only with the participation of the representatives of the Company. Buyer agrees to conduct any such discussions with reasonable access, during regular business hours discretion and upon reasonable advance written notice, sensitivity to the Assigned ContractsCompany’s relationships with its suppliers, the Transferred Books customers and Records employees. Seller 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 Company will cooperate in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable LawsBuyer in communications with customers with respect to this Agreement and the transactions contemplated hereby, including U.S. Antitrust Lawsconsulting in good faith with Buyer on communication plans, (y) in employee instructions with respect to any communications, and on the reasonable judgment content of Seller would violate any obligation of Seller notices or other communications issued by Seller, the Company or any of its Subsidiaries with respect their respective employees or other representatives to disclosure a customer or group 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 Agreementcustomers. (b) Following All information disclosed, whether before or after the Closingdate hereof, upon the request of the other party, Buyer and Seller shall, pursuant to the extent permitted by Law, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business this Agreement or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller shall have no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Businesstransactions contemplated by, or the Assumed Liabilitiesdiscussions and negotiations preceding, as applicable, in each case with respect this Agreement to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following the Closing Date, Seller will transfer, or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries accountants, agents and representatives or Affiliates) shall be kept confidential by such Persons in accordance with the letter agreement dated September 15, 2010, by and between the Company and Buyer (the “Confidentiality Agreement”) and shall not be used by any Person, other than in connection with the transactions contemplated by this Agreement. If so requested by Seller or Buyer, Seller and Buyer shall enter into a customary joint defense agreement with respect to any information to be provided to Buyer pursuant to this Section 6.1. From and after the Closing, Seller and Mx. Xxxx shall keep all competitively sensitive proprietary or confidential information relating to the Company confidential in accordance with customary confidentiality procedures (such as those contained in the Confidentiality Agreement), including any information made available to Seller or any of its Affiliates following the Closing. (c) After the Closing, Buyer shall make available and until shall cause the expiration Company to make available to Seller and its accountants, agents and representatives any and all books, records, contracts and other information relating to Taxes of the Company as provided in Section 6.8(g). Buyer will cause the Company to hold all corporate minute books, audited financial statements and governmental filings of the Company (other than Tax Returns, Tax Returns being governed by Section 6.8(g)) and employee files in each case existing on the Closing and not destroy or dispose of any applicable thereof until seven (7) years from the Closing or, subject to Section 6.8(g), such shorter time as is permitted under the document retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy policies of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested records.

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 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 Agreement. (b) Following the Closing, upon the request of the other party, Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the Transferred Business, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods Agreement prior to the Closing; provided, however, that Seller shall have no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings Closing and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to NewCo Operating Agreement from and after the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i). (c) As promptly as reasonably practicable following the Closing Date, Seller will transfer, or cause to be transferred, to the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such requested records.

Access and Information. (a) From During the period commencing on the date of this Agreement until hereof and continuing through 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 LiabilityClosing Date and, provided that Buyer or its representativesthe Closing occurs, during such access, shall not conduct any invasive procedures, including sampling for a period of soil, groundwater, surface water or other media; it being understood and agreed that in no event shall Buyer have access to at least six (i6) any information that (x) Seller’s counsel advises (years 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 Closing Date 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 books and form that would not records 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. (b) Following the Closing, upon the request of the other party, Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party and its representatives copies of all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities and the Business Employees reasonably requested deemed necessary in connection with (i) any audit the preparation or other investigation by any Taxing authority or any required examination of Tax returns, responses (ii) Excluded Liabilities, and (iii) financial reporting purposes, each party shall afford to inquiriesthe other party and to such other party's accountants, reports or submissions counsel and other representatives, reasonable access to Governmental Entities (including reports filed all of the Division Assets, books, contracts, commitments, records, facilities, technical information, personnel and, during such period, furnish promptly to such other party all documents and information concerning the Division Business, Division Assets and Division Employees as such other party may reasonably request, including, without limitation for the purpose of conducting employment, consultant and "Phase One" environmental audits; provided that such access does not unreasonably interfere with the SECnormal operations of the Division Business. (b) Purchaser acknowledges that all information provided to any of it and its representatives, any consolidated financial or statutory reporting obligations affiliates and any Tax Returns or replies agents by Seller and its representatives, affiliates and agents is subject to the Tax inquiries terms of two letter agreements between Seller or and Purchaser (one bearing a first page date of August 19, 1997 and the other bearing a first page date of August 27, 1997), the terms of which are hereby incorporated by reference. Effective upon, and only upon, the Closing, the Confidentiality Agreements shall terminate. Purchaser and Seller hereby agree that, after the Closing Date, all information received by each party and its Subsidiaries) affiliates, agents and representatives from the other party and its agents, affiliates and representatives (except, with respect to Purchaser, information that relates primarily to the Transferred BusinessDivision, the Transferred CompaniesDivision Assets or the Division Business), shall, for a period of two (2) years following the disclosure of such confidential information, be kept confidential and shall not, without the prior written consent of the party providing such information, be disclosed to any third party. Purchaser and Seller further agree that each party shall use reasonable efforts to cause its directors, officers, employees, advisers and affiliates to comply with the confidentiality obligations set forth in this Section 7.3(b). For purposes of the second sentence of this Section 7.3(b), the Transferred Assets, the Assumed Liabilities term "information" shall not include information which (i) is or the Excluded Liabilities related to periods prior becomes generally available to the Closing; providedpublic other than as a result of a breach of this Section 7.3(b), however, that Seller shall have no obligation to provide copies of any Consolidated Tax Return, or (ii) any matters relating to insurance coverageis obtained from third parties, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, or the Assumed Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall comply with its obligations under Section 6.5(i).provided that disclosure by such third party (c) As promptly as reasonably practicable following With respect to all litigation matters relating to the Closing DateDivision Business, Purchaser and Seller will transfercooperate with each other in their respective efforts to conduct or resolve such litigation, or cause including by making available to be transferredsuch other party, subject to reimbursement by such other party of the Transferred Companies the organizational documents related to the Transferred Companies and materials in any data room prepared by Seller or its Subsidiaries in connection with the transactions contemplated by this Agreement. After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer. Upon receipt of such request, Seller or its Subsidiaries shall provide Buyer with the requested documents as promptly as reasonably practicable. Buyer shall reimburse Seller or its Subsidiaries for all reasonable out-of-pocket costs expenses of the cooperating party, such documents and expenses incurred by Seller witnesses as may be deemed necessary or useful therefor in connection with providing any such requested recordsother party's sole but reasonable discretion.