Common use of Access and Reports Clause in Contracts

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts and records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent and Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period prior to from the date hereof through the earlier of the Termination Date and the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties properties, facilities, operations and personnel as may Parent reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requests; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) that, no investigation pursuant to this Section 6.7 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent Company or any of their respective its Subsidiaries to (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, such Subsidiary would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality (provided that if the Company or such Party Subsidiary shall have used reasonable best efforts to obtain furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, its Subsidiaries if the Company and Parent or such Subsidiary shall use their respective commercially have used reasonable best efforts to obtain furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any consents of third parties that are necessary to permit such access invasive environmental investigation or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosuresampling, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoinga Phase II environmental assessment. All requests for information made requested pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information 6.4 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the The Company shall (and shall cause its Subsidiaries to) afford to Parent and Parent’s its Representatives reasonable access, access during normal business hours hours, throughout the period prior to the earlier of the Effective TimeTime and the Termination Date, to its and its Subsidiaries’ officers, employees, properties, bookscontracts, Contracts commitments, books and records andand any report, during such period, shall (schedule or other document filed or received by it pursuant to the requirements of applicable Laws and shall cause furnish Parent with financial, operating and other data and information as Parent, through its Subsidiaries to) furnish promptly respective officers, employees or other authorized Representatives may from time to Parent all information concerning its business, properties and personnel as may time reasonably be requested and request in writing. (b) Parent shall (and shall cause its Subsidiaries to) afford Notwithstanding the foregoing, the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were shall not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide afford access pursuant to Section 7.05(a) if such access if it would unreasonably disrupt its the operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party, nor shall Parent, any of its Representatives or the Financing Sources be permitted to perform any onsite procedure (iiiincluding any onsite environmental study) with respect to any property of the Company or any of its Subsidiaries. (c) This Section 7.05 shall not require the Company or its Subsidiaries to permit any access, or to disclose any privileged information that, in the reasonable, good faith judgment (after consultation with counsel) of the Company, Parent is likely to result in any violation of any Law or cause any privilege (including attorney-client privilege) that the Company or its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of their respective Subsidiaries. Notwithstanding anything such privilege could in this Section 6.7 the Company’s reasonable, good faith judgment (after consultation with counsel) adversely affect in any material respect the Company’s position in any pending litigation; provided, that , the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information to the contrary, extent doing so (i) would not (in the good faith belief of the Company and Parent shall use their respective commercially reasonable efforts (after consultation with counsel)) be reasonably likely to obtain result in the violation of any consents such Law or be likely to cause such privilege to be undermined with respect to such information or (ii) could reasonably (in the good faith belief of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the Company (after consultation with counsel)) be managed through the use of customary “clean teamclean-room” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreementarrangements.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (each of Oncor Holdings and Oncor shall, and each shall cause its respective Subsidiaries to) , afford the officers and other representatives of Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeApproval Period, to its employeesexecutive officers, properties, books, Contracts contracts and records and, during such period, shall (each of Oncor Holdings and Oncor shall, and each shall cause its Subsidiaries to) , furnish promptly to Parent all information in its control concerning its business, properties properties, facilities, operations and personnel as may Parent reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Companyrequests, in each case, as of case solely to the date of this Agreement)extent reasonably necessary to effect the Purchase Transaction; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6 shall (a) unreasonably interfere with the ongoing operations of any Oncor Entity or (b) affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub an Oncor Entity herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Oncor Entity to (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, such Oncor Entity would result in the disclosure of any Trade Secrets trade secrets or other confidential information of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality (provided that if such Party Oncor Entity shall have used reasonable best efforts to obtain furnish such information in a manner that does not result in any such disclosure or violation, including obtaining the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the CompanyOncor Entities if such Oncor Entity shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege (including, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 if applicable, by sharing privileged information as requested pursuant to a common interest agreement with respect to the contraryApplications to be mutually agreed and executed between the applicable parties), the Company and Parent shall use their respective commercially reasonable efforts to obtain (iii) permit any consents of third parties that are necessary to permit such access invasive environmental investigation or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosuresampling, including pursuant a Phase II environmental assessment or (iv) require disclosure of information that it reasonably determines is competitively sensitive information, including detailed information with respect to the use of “clean team” arrangements (on terms reasonably acceptable transmission development projects, or relates to the Company facilities and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoinginfrastructure security procedures. All requests for information made pursuant to this Section 6.7 6 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. individuals set forth in Exhibit C. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, upon reasonable noticeadvance written notice from Buyer to Griffon, (a) the Company shall (Griffon shall, and shall cause its Subsidiaries the Purchased Companies to, afford Buyer’s officers and other authorized Representatives (subject to entry into customary access and indemnification letters) afford Parent reasonable access to the properties, Books and Parent’s Representatives reasonable access, Records and Contracts of the Purchased Companies during normal business hours throughout the period prior from the date hereof until the earlier to occur of the Effective Time, to its employees, properties, books, Contracts Closing Date and records the termination of this Agreement in accordance with Article X and, during such period, Griffon shall (and shall cause its Subsidiaries to) furnish promptly the Purchased Companies to Parent make available to Buyer all information concerning its businessthe operations, properties and personnel of the Purchased Companies as Buyer may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)request; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require Griffon or the CompanyPurchased Companies to (i) provide access to any Books and Records to the extent such Books and Records do not pertain to the business of the Purchased Companies, Parent or any of their respective Subsidiaries (1ii) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, Griffon would result in the disclosure of any Trade Secrets of third parties trade secrets or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure)confidentiality, (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Purchased Companies or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 Affiliates, (iv) permit any environmental sampling or testing, including, but not limited to the contrarysampling of soil, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access soil gas, groundwater, surface water, air or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees building materials or other Representatives of Parent or the Company, as applicable, without the prior consent intrusive investigations of the other Party; provided that neither the Company nor ParentLeased Real Property, as applicable, shall be required to incur any liability, (v) take any action that would breach cause material disruption to the business of the Purchased Companies or any Contract of their respective Affiliates or cause competitive harm to the Sellers, the Purchased Companies or their respective Affiliates, (vi) contravene any applicable Law Law, fiduciary duty or otherwise jeopardize binding agreement entered into prior to the Closing Date, (vii) provide access to any privilege information to the extent related to the sale process conducted by Griffon or protection any of its Affiliates vis-a-vis any Person other than Buyer, or the Sellers’ or any of their Affiliates’ (or their Representatives’) evaluation of the business of the Purchased Companies in connection with therewith, (viii) provide access or permit any inspection to the foregoingextent the Griffon or any of the Purchased Companies determine that such access or inspection would jeopardize the health or safety of any officers, directors, employees, consultants, or other service providers or (ix) disclose any information that Griffon reasonably determine upon the advice of counsel should not be disclosed due to its competitively sensitive nature other than on an “outside counsel only” or other customary “clean team” basis. All requests for information made pursuant to this Section 6.7 5.1 shall be directed to the general counsel or other Person designated by the Company or ParentXxxx X. Xxxxxx, as applicable. All and all such information shall be governed by the terms of Section 5.4 and the Confidentiality Agreement. This Section 5.1 shall not apply to access to any Tax Return, Tax information or other Tax matter, which shall be governed exclusively by Article VII. (b) From and after the Closing until the date that is seven (7) years after the Closing Date, subject to applicable Law, upon reasonable notice from Griffon to Buyer, Buyer shall afford the Sellers and the Sellers’ officers and other authorized Representatives, during normal business hours, reasonable access to the properties, Books and Records and Contracts of the Purchased Companies with respect to periods or occurrences prior to the Closing, and shall make available, and cause the Purchased Companies to make available promptly to such Person all information concerning the operations, properties and personnel of the Purchased Companies as the Sellers may reasonably request for purposes of complying with any applicable Tax, financial reporting or regulatory requirements or any other reasonable business purpose. Unless otherwise consented to in writing by Griffon, Buyer shall not, and shall cause the Purchased Companies not to, for a period of seven (7) years following the Closing, destroy, alter or otherwise dispose of any of the Books and Records and Contracts of the Purchased Companies with respect to any period prior to the Closing Date without first offering to surrender to Griffon such Books and Records and Contracts or any portion thereof which Buyer or Purchased Companies may intend to destroy, alter or dispose of.

Access and Reports. Subject to applicable LawLaw and solely for the purposes of furthering the Merger and the other transactions contemplated hereby or integration planning relating thereto, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to the Company’s and its Subsidiaries’ employees, properties, books, Contracts books and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent the other all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause requested, including, if legally permitted, access to records pertaining to any examinations of the Company or its Subsidiaries to) afford conducted within the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested past three years by the Company for a bona fide business purpose in connection with material eventsConsumer Financial Protection Bureau or any state regulatory agency; provided, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 5.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, Parent or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure)confidentiality, (ii) to permit (or to require disclose any legally privileged information of the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or reasonably pertinent to any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, Action between the Company and its Affiliates, on the one hand, and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosureits Affiliates, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoinghand. All requests for information made pursuant to this Section 6.7 5.6 shall be directed to the general counsel executive officer or other Person designated for such purpose by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement (which shall be applicable to Parent and Merger Sub as if they were parties thereto), and Parent and the Company shall cause their respective Representatives to comply with the terms of the Confidentiality Agreement.

Access and Reports. Subject From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, and in each case (X) subject to the Confidentiality Agreement, (Y) subject to applicable Law, and (Z) for purposes of furthering the Transactions (including integration matters) or for purposes of obtaining additional information relating to the ongoing operations of the Company and its Subsidiaries or developments in the businesses of the Company and its Subsidiaries, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) (a) afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its employees, properties, assets, books, Contracts contracts, Tax Returns, and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish reasonably promptly to Parent all information concerning its business, properties properties, finances, operations, assets, liabilities, litigation matters, environmental matters, cash-flow reports and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries tofrom time to time, provide an updated version of Section 5.2(a) afford of the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments Disclosure Letter with respect to Parent the number of outstanding Company Options, Company Restricted Stock and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each caseRSUs, as of the date of this Agreement)request by Parent or such other date as may be specified by Parent; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 7.5 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, Company herein or Merger Sub herein, and the conditions to the obligations of the parties hereto under this Agreement or update any section of the Company Disclosure Letter; provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable good faith judgment of the Company or Parent, as applicable, (after consultation with its outside legal counsel) would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, its Subsidiaries (provided that the Company and Parent will utilize a joint defense agreement or implement such other techniques if doing so would reasonably permit the disclosure of such information without jeopardizing such privilege) or (iii) undertake or permit to be undertaken any invasive or subsurface investigations of any properties or facilities. With respect to each Benefit Plan that is a Multiemployer Plan, as soon as reasonably practicable after the date of this Agreement, the Company shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access (i) deliver or make such disclosure and shall otherwise use commercially reasonable efforts available to permit such access Parent a copy of all material documents received by the Company or disclosure, including pursuant any of its Subsidiaries during the twelve (12) month period prior to the use date of “clean team” arrangements this Agreement from the sponsor of such Multiemployer Plan (on terms reasonably acceptable or its authorized representative) and (ii) provide the estimated aggregate withdrawal liability of the Company and its Subsidiaries for each Multiemployer Plan as most recently communicated to the Company and Parentor any of its Subsidiaries in writing by the sponsor of such Multiemployer Plan (or its authorized representative). As soon as reasonably practicable after the date of this Agreement, as applicablethe Company shall deliver to Parent copies of calculations with respect to Section 280G of the Code (whether or not final) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access with respect to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees disqualified individual who is a Band A or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection Band B executive in connection with the foregoingTransactions contemplated by this Agreement. All requests for information made pursuant As soon as reasonably practicable after the date of this Agreement, the Company shall deliver or make available to this Section 6.7 shall be directed Parent a copy of all (1) material correspondence to or from any Governmental Entity regarding any Benefit Plan received in the general counsel last three years relating to any material controversy, audit, amnesty, voluntary compliance, self correction or other Person designated by material matter and (2) any of the Company items listed in Section 5.10(b) not delivered or Parent, made available to Parent as applicableof the date of the Agreement. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject (a) From the date of this Agreement to applicable Lawthe Effective Time, upon reasonable prior written notice, (a) the Company shall (shall, and shall cause its Subsidiaries and their Representatives to) , afford the Representatives of Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective Timeconsistent with applicable Law, at all reasonable times to its employeesRepresentatives, properties, booksoffices, Contracts and other facilities and to all books and records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent with all information concerning its businessfinancial, properties operating and personnel as may reasonably be requested other data and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as Parent, through its Representatives, may be from time to time reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement request (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the CompanyCompany herein). Notwithstanding the foregoing, Parent, or (i) the right of Parent and Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed of no force and effect to the general counsel extent that Parent and Merger Sub (or other Person designated by either of them) is in material breach of any covenant or agreement hereunder, and (ii) any such investigation or consultation shall be conducted during normal business hours in such a manner as not to interfere unreasonably with the business or operations of the Company or Parentits Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information (x) where such access or disclosure would jeopardize the attorney-client privilege of the Company or its Subsidiaries or contravene any Law (it being agreed that the parties shall use their reasonable best efforts, as to the extent applicable. All , to cause such information to be provided in a manner that would not result in such jeopardy or contravention), (y) which it is required to keep confidential by reason of contract or (z) which, in the reasonable opinion of the Company, constitute trade secrets or other sensitive materials or information. Notwithstanding anything to the contrary, neither Parent nor its Representatives shall be governed have the right to conduct any environmental sampling or testing at any of the properties of the Company or its Subsidiaries. (b) Parent will hold and treat and will cause its Representatives to hold and treat in confidence all documents and information concerning the Company and its Subsidiaries furnished to Parent and its Representatives in connection with the transactions contemplated by this Agreement in accordance with the terms Confidentiality Agreement. So long as this Agreement is in effect, neither party will give any notice of termination under the Confidentiality Agreement, provided that paragraph 11 of the Confidentiality Agreement shall terminate on the first (1st) anniversary of this Agreement.

Access and Reports. Subject to applicable Law, upon reasonable prior written notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period prior to from the date hereof and though the earlier of the termination of this Agreement and the Effective Time, to its employees, properties, facilities, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties properties, facilities, operations and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Timeincluding without limitation, to such information as may be reasonably requested facilitate the preparation of the Environmental Report by the Company for a bona fide business purpose in connection with material eventsEnvironmental Consultant, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 7.6 shall affect or be deemed to modify or supplement any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used its reasonable best efforts to obtain furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries disclosure or (iiib) to disclose any privileged information of the Company, Parent Company or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, its Subsidiaries if the Company and Parent shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege. The scope of work for the Environmental Report may include Phase I protocols, but shall not include (A) any soil, groundwater, or other invasive testing or sampling or (B) any contacts with or inquiries to any Governmental Entity. The Company shall use their respective commercially reasonable best efforts to obtain immediately assist Parent and Environmental Consultant in obtaining publicly available information from any consents of third parties that are necessary to permit such access federal, state or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parentlocal regulatory agency, as applicable) pursuant to which outside counsel of requested by Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingEnvironmental Consultant. All requests for information made pursuant to this Section 6.7 7.6 shall be directed to the general counsel or other a Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of Section 7.19. Notwithstanding the Confidentiality foregoing, from and after the date of this Agreement until the No-Shop Period Start Date, Parent, Merger Sub and their Representatives shall not (or, to the extent provided prior to the date of this Agreement, shall cease to) furnish any information, in any form or medium, written or oral, concerning or relating to the Company and its Affiliates that is furnished to or on behalf of Parent or Merger Sub by or on behalf of the Company prior to, on or after the date hereof, and also including, all notes, analyses, studies, interpretations, memoranda and other documents, material or reports (in any form or medium) prepared by Parent, Merger Sub that contain, reflect or are based upon, in whole or part, such information (collectively, the “Evaluation Material”) to any Person in connection with such Person’s (A) potential investment in Parent or its Affiliates or (B) evaluation of the acquisition of assets of the Company in connection with or following the Closing (the actions contemplated by the foregoing clauses (A) and (B), a “Third Party Investment”). From and after the No-Shop Period Start Date, Parent and Merger Sub may furnish Evaluation Material to any Person in connection with a Third Party Investment, provided, that Parent shall have directed such Person to treat any Evaluation Material provided to such Person in accordance with the confidentiality provisions of Section 7.19 and to perform or to comply with the obligations of Parent and Merger Sub with respect to any such Evaluation Material as contemplated by Section 7.19. Parent agrees that it will be fully responsible for any breach of any of the provisions of Section 7.19 by any such Person as though it were a “Representative” under Section 7.19 unless such Person executes a confidentiality agreement with the Company on customary terms and conditions. In connection with a Third Party Investment, the Company agrees to provide, and shall cause its Subsidiaries and its and their Representatives to provide, all reasonable cooperation in connection with the arrangement or consummation of a Third Party Investment as may be reasonably requested by Parent, including with respect to any customary due diligence review of such assets that may be requested by Parent such as visits of properties and facilities of the Company and meeting with appropriate personnel of the Company (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company, its Subsidiaries and their Representatives in connection with such cooperation. Parent shall indemnify and hold harmless the Company, its Subsidiaries and its Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of any Third Party Investment (including any action taken in accordance with this Section 7.6) and any information utilized in connection therewith. Parent and Merger Sub acknowledge and agree that any Third Party Investment is not a condition to Closing and reaffirm their obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of any Third Party Investment, subject to fulfillment or waiver of the conditions set forth in Article VIII.

Access and Reports. Subject to applicable LawLaw (including any Law issued in response to the COVID-19 (or SARS-CoV-2) virus) and any applicable privileges and protections (including attorney-client privilege, attorney work-product protections and confidentiality protections) and contractual confidentiality obligations, in each case that would not reasonably be expected to be preserved or maintained through counsel-to-counsel disclosure, redaction or other customary procedures (and with respect to any contractual confidentiality obligations, so long as the Company or Parent, as applicable, has taken reasonable best efforts to obtain a waiver with respect to such contractual confidentiality obligations), upon reasonable notice, (a) each of the Company and Parent shall (afford officers and shall cause its Subsidiaries to) afford Parent and Parent’s other Representatives of the other Party reasonable access, during normal business hours throughout the period prior to the Effective Time, to its their respective employees, properties, books, Contracts contracts and records and, during such period, each of the Company and Parent shall (and shall cause its Subsidiaries to) furnish promptly to Parent the other Party all information concerning its their respective business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requested; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 7.7 shall affect or be deemed to modify any representation or warranty made by the Company, Company or Parent, or Merger Sub as applicable, herein, ; and provided, further, that (a) the foregoing shall not require the Company, Company or Parent or any of their respective Subsidiaries (1i) to permit any inspection, or to disclose any information, that in the its reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company or Parent, as applicable, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), disclosure or (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the CompanyCompany or Parent, Parent as applicable, it being agreed that, in the case of each of clauses (i) and (ii), the Company or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 Parent, as applicable, shall give notice to the contrary, other Party of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective commercially reasonable best efforts to obtain any consents of third parties that are necessary cause such information to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action in a manner that would breach any Contract not reasonably be expected to violate such restriction or waive the applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall and (b) such access may be directed limited to the general counsel extent that the Company or other Person designated by Parent reasonably determines, in light of the COVID-19 (or SARS-CoV-2) virus, that such access would jeopardize the health and safety of any employee of the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable LawLaw and solely for the purposes of furthering the Mergers and the other transactions contemplated hereby or integration planning relating thereto, upon reasonable notice, (a) the Company and Parent each shall (and shall cause its Subsidiaries to) afford Parent and Parentthe other’s Representatives reasonable access, during normal business hours throughout the period prior to the Merger 1 Effective Time, to its employees, properties, books, Contracts books and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to Parent the other all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 5.8 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, Parent or the Merger Sub Subs herein, and provided, further, that the foregoing shall not require the Company, Company or Parent or any of their respective Subsidiaries (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicablethe case may be, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection confidentiality, or disclosure), (ii) to permit (or to require disclose any legally privileged information of the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigationsParent, including soilas the case may be, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 5.8 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicablethe case may be. Notwithstanding the foregoing, such access may be limited by the parties and their respective Subsidiaries to remote, electronic access in response to COVID-19 to protect the health and safety of the such party and its Subsidiaries’ managers, officers, directors, partners, members, equityholders, employees, advisors, consultants, agents or other representatives, or customers, lessors, suppliers, vendors or other commercial partners. All such information shall be governed by the terms of the Confidentiality Agreement, and Parent and the Company shall cause their respective Representatives to comply with the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts and records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent (a) for each month following the date hereof and the Closing, internally generated unaudited monthly financial statements (in the form typically provided to the Company’s management), including cash flow statements and (b) all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, Merger Sub 1 or Merger Sub 2 herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective its Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable best efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable best efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel certain Representatives of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoinginformation. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (each of Oncor Holdings and Oncor shall, and each shall cause its Subsidiaries to) , afford the officers and other Representatives of Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeInterim Period, to its employeesexecutive officers, properties, books, Contracts contracts and records and, during such period, shall (each of Oncor Holdings and Oncor shall, and each shall cause its Subsidiaries to) , furnish promptly to Parent all information in its control concerning its business, properties properties, facilities, operations and personnel as may Parent reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Companyrequests, in each case, as of case solely to the date of this Agreement)extent reasonably necessary to effect the Purchase Transactions; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6 shall (a) unreasonably interfere with the ongoing operations of any Oncor Entity or (b) affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub an Oncor Entity herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Oncor Entity to (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, such Oncor Entity would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality (provided that if such Party Oncor Entity shall have used reasonable best efforts to obtain furnish such information in a manner that does not result in any such disclosure or violation, including obtaining the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the CompanyOncor Entities if such Oncor Entity shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege (including, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 if applicable, by sharing privileged information as requested pursuant to a common interest agreement with respect to the contraryApplications to be mutually agreed and executed between the applicable parties), the Company and Parent shall use their respective commercially reasonable efforts to obtain (iii) permit any consents of third parties that are necessary to permit such access invasive environmental investigation or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosuresampling, including pursuant a Phase II environmental assessment or (iv) require disclosure of information that it reasonably determines is competitively sensitive information, including detailed information with respect to the use of “clean team” arrangements (on terms reasonably acceptable transmission development projects, or relates to the Company facilities and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoinginfrastructure security procedures. All requests for information made pursuant to this Section 6.7 6 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. individuals set forth in Exhibit E. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s Representatives officers and other authorized Representatives, and the Parent shall (and shall cause its Subsidiaries to) afford the Company’s officers and other authorized Representatives, reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the each shall (and shall cause its Subsidiaries to) furnish promptly to Parent the other all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Company or the Parent or any of their respective Subsidiaries (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, the Parent (as applicable, the case may be) would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company or the Parent (provided that such Party as the case may be) shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), disclosure or (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, the Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel or other Person designated by an executive officer of the Company or ParentParent or such Person as may be designated by such executive officers. Without limiting the generality of the foregoing, as applicablethe Company shall use its best efforts to provide to Parent a list of all Licenses to supplement Section 5.1(i) of the Company Disclosure Letter within thirty (30) days of the date of this Agreement. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable LawLaw (including any Law issued in response to the COVID-19 (or SARS-CoV-2) virus) and any applicable privileges and protections (including attorney-client privilege, attorney work-product protections and confidentiality protections) and contractual confidentiality obligations, in each case that would not reasonably be expected to be preserved or maintained through counsel-to-counsel disclosure, redaction or other customary procedures (and with respect to any contractual confidentiality obligations, so long as the Company or Parent, as applicable, has taken reasonable best efforts to obtain a waiver with respect to such contractual confidentiality obligations), upon reasonable notice, (a) each of the Company and Parent shall (afford officers and shall cause its Subsidiaries to) afford Parent and Parent’s other Representatives of the other Party reasonable access, during normal business hours throughout the period prior to the Effective Time, to its their respective employees, properties, books, Contracts contracts and records and, during such period, each of the Company and Parent shall (and shall cause its Subsidiaries to) furnish promptly to Parent the other Party all information concerning its their respective business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requested; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 7.7 shall affect or be deemed to modify any representation or warranty made by the Company, Company or Parent, or Merger Sub as applicable, herein, ; and provided, further, that (a) the foregoing shall not require the Company, Company or Parent or any of their respective Subsidiaries (1i) to permit any inspection, or to disclose any information, that in the its reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company or Parent, as applicable, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), disclosure or (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the CompanyCompany or Parent, Parent as applicable, it being agreed that, in the case of each of clauses (i) and (ii), the Company or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 Parent, as applicable, shall give notice to the contrary, other Party of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective commercially reasonable best efforts to obtain any consents of third parties that are necessary cause such information to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action in a manner that would breach any Contract not reasonably be expected to violate such restriction or waive the applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall and (b) such access may be directed limited to the general counsel extent that the Company or other Person designated by Parent reasonably determines, in light of the COVID-19 (or SARS-CoV-2) virus, that such access would jeopardize the health and safety of any employee of the Company or Parent, as applicable. All such information provided pursuant to this Section 7.7 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) each of the Company shall (and EFIH shall, and each shall cause its Subsidiaries to(other than the Oncor Entities, subject to Section 6.23) to afford the officers and other Representatives of Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to from the Effective Timedate hereof through the earlier of the Termination Date and the First Closing Date, to its employees, properties, books, Contracts contracts and records and, during such period, shall (each of the Company and EFIH shall, and each shall cause its Subsidiaries to(other than the Oncor Entities, subject to Section 6.23) to furnish promptly to Parent all such information concerning its business, properties properties, facilities, operations and personnel as may Parent reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequests, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.4 shall (i) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (ii) affect or be deemed to modify any representation or warranty made by the Company, Parent, Company or Merger Sub any condition to the obligations of the Purchasers contained herein, and provided, further, that the foregoing shall not require the Company, Parent Company or any of their respective its Subsidiaries to (1a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, such Subsidiary would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality (provided that if the Company or such Party Subsidiary shall have used reasonable best efforts to obtain furnish such information in a manner that does not result in any such disclosure or violation, including obtaining the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries ; or (iiib) to disclose any privileged information of the Company, Parent Company or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, its Subsidiaries if the Company and Parent or such Subsidiary shall use their respective commercially have used reasonable best efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any furnish such information and pursuant to which in a manner that does not result in the loss of such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingprivilege. All requests for information made pursuant to this Section 6.7 6.4 shall be directed to Evercore Group L.L.C. or the general counsel or other Person designated by the Company or Parent, as applicableindividuals set forth in Schedule 6.4. All such information shall be governed by the terms of the Confidentiality AgreementAgreements, which notwithstanding anything to the contrary therein, shall remain in effect until the First Closing Date (but shall terminate and cease to be of any further force or effect on such date as it relates to information relating to the Company or its Subsidiaries).

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.4 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent Company or any of their respective its Subsidiaries (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would (A) result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (or to disclose privileged information; provided that such Party shall have used the Company will use its reasonable best efforts to obtain the consent of develop alternative processes to permit such disclosure, including without limitation, common interest agreements, outside counsel review, and requesting necessary consents from third party to such inspection or disclosure)parties, (iiB) be reasonably likely to permit result in a violation of any Law or (or to require C) if the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of Affiliates, on the Companyone hand, and Parent or any of their respective Subsidiaries. Notwithstanding anything its Affiliates, on the other hand, are adverse parties in this Section 6.7 a litigation or other proceeding, to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to disclose or permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any information that is reasonably pertinent to such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees litigation or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingproceeding. All requests for information made pursuant to this Section 6.7 6.4 shall be directed to the general counsel Company’s executive officers or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, customers, suppliers, properties, books, Contracts and records records, and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent requested. All requests for information made pursuant to this Section 6.1 shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior be directed to the Effective Time, to chief executive officer or other persons designated by the chief executive officer of the Company. All such information as may shall be reasonably requested governed by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences terms of the Confidentiality Agreement. No investigation pursuant to this Section 6.1 or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of at any time prior to or following the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 hereof shall affect or be deemed to modify any representation or warranty made by the Company herein. Notwithstanding anything contained in this Agreement to the contrary, none of Parent or its Representatives shall have any right to perform or conduct, or cause to be performed or conducted, any environmental sampling or testing at, in, on or underneath any of the Company’s properties without written consent from the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing which consent shall not be unreasonably withheld. (b) This Section 6.1 shall not require the Company, Parent Company or any of their respective its Subsidiaries (1) to permit any inspectionaccess to, or to disclose (i) any informationinformation that, that in the reasonable reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of the Company, is reasonably likely to result in any violation of any Law or any Contract to which the Company or Parent, as applicable, would result in the disclosure of its Subsidiaries is a party or cause any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality privilege (provided including attorney-client privilege) that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Company’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect the Company’s position in any pending or, what the Company believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (iiiii) to disclose if the Company or any privileged information of its Affiliates, on the Companyone hand, and Parent or any of their respective Subsidiaries. Notwithstanding anything its Affiliates, on the other hand, are adverse parties in this Section 6.7 a litigation, any information that is reasonably pertinent thereto; provided, that, in the case of clause (i), the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information to the contrary, extent doing so (A) would not (in the good faith belief of the Company and Parent shall use their respective commercially reasonable efforts (after consultation with counsel, which may be in-house counsel)) be reasonably likely to obtain result in the violation of any consents such Law or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosurethe Company (after consultation with counsel, including pursuant to which may be in-house counsel)) be managed through the use of customary “clean teamclean-room” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel non-employee Representatives of Parent or the Company, as applicable, could be provided access to any such information. (c) The information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 6.1 shall be directed to used solely for the general counsel or other Person designated purpose of the transactions contemplated by the Company or Parentthis Agreement, as applicable. All and such information shall be governed kept confidential by Parent and Merger Sub in accordance with, and Parent and Merger Sub shall otherwise abide by and be subject to the terms of and conditions of, the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the The Company shall (and shall cause its Subsidiaries to) will afford to Parent and Parent’s its Representatives reasonable access, access during normal business hours throughout the period prior to hours, through the Effective Time, to its and its Subsidiaries’ officers, employees, properties, booksContracts, Contracts books and records andand any report, during such periodschedule or other document filed or received by it pursuant to the requirements of applicable Laws and will furnish Parent with financial, shall (operating and shall cause other data and information as Parent, through its Subsidiaries to) furnish promptly respective officers, employees or other authorized Representatives may from time to Parent all information concerning its business, properties and personnel as may time reasonably be requested and request in writing. (b) Parent shall (and shall Notwithstanding the foregoing, the Company will not be required to afford access pursuant to Section 6.4(a) if such access would unreasonably disrupt the operations of the Company or any of its Subsidiaries, would cause a violation of any confidentiality agreement to which the Company or any of its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for is a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, party as of the date of this Agreement); provided that hereof (i) neither or to which the Company or any of its Subsidiaries becomes a party after the date hereof in the Ordinary Course) or would violate any policy of the Company implemented to protect health and safety in light of COVID-19, nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, will Parent or any of their respective its Representatives be permitted to perform any onsite procedure (including any onsite environmental study) with respect to any property of the Company or any of its Subsidiaries. (c) This Section 6.4 will not require the Company or its Subsidiaries (1) to permit any inspectionaccess, or to disclose any information, information that the Company determines is likely to result in the reasonable judgment any violation of any Law or cause any privilege (including attorney-client privilege) that the Company or Parent, as applicable, its Subsidiaries would be entitled to assert to be undermined with respect to such information; provided that the parties hereto will cooperate in seeking to find a way to allow disclosure of such information to the extent doing so would not be reasonably likely to result in the disclosure violation of any Trade Secrets of third parties such Law or violate any of its obligations be likely to cause such privilege to be undermined with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreementinformation.

Access and Reports. (a) Subject to applicable LawLegal Requirements, upon reasonable prior notice, (a) the Company shall (Sellers will afford Buyer’s officers and shall cause its Subsidiaries to) afford Parent and Parent’s other authorized Representatives reasonable access, during normal business hours throughout until the period prior Closing, to the Effective TimeAssets and the officers, consultants and authorized Representatives of Sellers and their respective Affiliates (including their legal advisors and accountants), to its employeesmake such investigation of the Assets and the Assumed Liabilities as it reasonably requests; provided, propertieshowever, books, Contracts and records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material eventssuch access, circumstancesBuyer’s authorized Representatives will (i) abide by any safety rules, occurrences or developments with respect to Parent regulations and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company operating policies provided in writing by Parent Sellers or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) at Sellers’ option, be accompanied by at least one (1) Representative of Sellers. Notwithstanding anything herein to the contrary, no such investigation or examination will be permitted to the extent that it would require Sellers to disclose information that would cause Seller to violate the attorney-client privilege or any other applicable privileges or immunities. (b) Buyer acknowledges that Confidential Information (as defined in the Confidentiality Agreement) has been, and in the future will be, provided to it in connection with this Agreement, including under this Section 7.1, and is subject to the terms of the confidentiality agreement dated May 30, 2018 between REC and Buyer (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Buyer acknowledges and understands that this Agreement may be provided to the Consultation Parties (as defined in the Bid Procedures) or be publicly filed in the Bankruptcy Court and further made available by Sellers to prospective bidders and that, except as prohibited herein, such disclosure will not be deemed to violate any confidentiality obligations owing to Buyer, whether pursuant to this Section 6.7 shall affect Agreement, the Confidentiality Agreement or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub hereinotherwise. Effective upon, and providedonly upon, furtherthe Closing, the Confidentiality Agreement will terminate. Sellers acknowledge that from and after the Closing, all non-public information relating to the Assets and the Assumed Liabilities will be valuable and proprietary to Buyer and its Affiliates. Sellers agree that, from and after the Closing, no Seller will disclose to any Person any information relating to Buyer and its Affiliates, the Assets or the Assumed Liabilities, except as required by Legal Requirements or as otherwise becomes available in the public domain other than through any action by any Seller in violation of its obligations under this Section 7.1(b). Sellers acknowledge and agree that the foregoing shall remedies at law for any breach or threatened breach of this Section 7.1(b) by any Seller are inadequate to protect Buyer and its Affiliates and that the damages resulting from any such breach are not require the Companyreadily susceptible to being measured in monetary terms. Accordingly, Parent without prejudice to any other rights or remedies otherwise available to Buyer or its Affiliates, each party acknowledges and agrees that upon any of their respective Subsidiaries (1) to permit any inspection, breach or to disclose any information, that in the reasonable judgment threatened breach by a Seller of the Company or Parentterms and conditions of this Section 7.1(b), Buyer and its Affiliates, as applicable, would result in the disclosure will be entitled to immediate injunctive relief and to seek an order restraining any threatened or future breach from any court of competent jurisdiction without proof of actual damages or posting of any Trade Secrets bond in connection with any such remedy. The provisions of third parties or violate any of its obligations this Section 7.1(b) will survive the Closing. (c) Buyer’s inspection right with respect to confidentiality the environmental condition of the Assets shall be limited to conducting a Phase I Environmental Site Assessment in general accordance with the ASTM International Standard Practice Environmental Site Assessments: Phase I Environmental Site Assessment Process (provided that such Party Publication Designation: E1527-13) and to performing an evaluation of compliance with Environmental Laws (“Phase I”). Seller shall have used reasonable best efforts not be entitled to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) conduct any Phase II environmental site assessments Environmental Site Assessments similar to the ASTM International Standard Practice Environmental Site Assessments: Phase II Environmental Site Assessment Process (Publication Designation: E1903-11) (“Phase II”) or other any invasive or intrusive environmental testing, or sampling on or subsurface investigationsrelating to the Assets, including any testing or sampling of soil, sediment surface water, groundwater, soil gas, air or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or building materials (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrarycollectively, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicableInvasive Activity”) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior written consent of Seller, such consent to be granted, conditioned or withheld at the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms sole discretion of the Confidentiality AgreementSeller.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent to the officers and other authorized Representatives of Parent’s Representatives , potential sources of capital and any rating agencies and prospective lenders reasonable access, during normal business hours throughout the period prior from the date hereof to the Effective TimeTime or the termination of this Agreement in accordance with its terms, to its employeesemployees (including officers), properties, books, Contracts contracts, personnel files and records and, during such period, the Company shall (and shall cause its Subsidiaries to) promptly furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)Parent; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, information that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure)confidentiality, (ii) to permit (or violate any requirements relating to require the Company to perform) any Phase II environmental site assessments classified materials or other intrusive environmental sampling or subsurface investigationsmaterial whose distribution is restricted by the U.S. government, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 its Subsidiaries that would waive the protection of attorney-client privilege; provided, that, with respect to the contraryclauses (i), (ii) and (iii) if such information cannot be disclosed pursuant to such clauses, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents disclose as much of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which as is practicable (through redactions, summaries or other appropriate means) without violating the applicable restrictions on disclosure of such information shall not be disclosed by or waiving such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicableprivilege. All such information shall be governed by the terms of the Company Confidentiality Agreement. (b) The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, (i) of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) of any Actions commenced or, to such party’s knowledge, threatened against, relating to or otherwise affecting such party of any of its Subsidiaries which relate to the transactions contemplated by this Agreement, and (iii) if such party becomes aware of any facts or circumstances that such party believes do, or with the passage of time are reasonably likely to, constitute a material breach of this Agreement by the other party; provided, that the delivery of any notice pursuant to this Section 7.6(b) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Access and Reports. (a) Subject to applicable Law and, with respect to any classified or controlled unclassified materials, to the compliance by Parent, Merger Sub and each of their respective Representatives’ with any security clearance requirements and procedures or export controls requirements (to the extent determined necessary or advisable by the Company in order to comply with applicable Law), from and after the date of this Agreement to the Effective Time, upon reasonable notice, (a) the Company shall (shall, and shall cause each of its Subsidiaries to, (i) afford Parent to Parent, Merger Sub and Parent’s Representatives each of their respective Representatives, reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its employeespersonnel, offices and other facilities, properties, books, Contracts contracts and records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant furnish or cause to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by furnished such information concerning the Companybusiness, properties, assets, liabilities and personnel of the Company and its Subsidiaries as Parent, or Merger Sub herein, and provided, further, or their respective Representatives may reasonably request; provided that the foregoing shall not require the CompanyCompany to provide access or information if such action would, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or ParentCompany, as applicable, would result in the disclosure of any Trade Secrets of third parties or (i) violate any of its obligations Contract or any obligation or agreement with respect to confidentiality or nondisclosure owing to any third-party (provided that such Party including any Governmental Entity) so long as the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (constitute a waiver of the attorney-client or to require other privilege held by the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries if the Company shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege or (iii) to disclose the extent such information relates to individual performance or personnel evaluation records, medical histories or other personnel information, subject the Company or any privileged of its Subsidiaries to potential material liability (provided that the parties shall cooperate in seeking a manner of disclosure of such information that would not reasonably be expected to result in potential material liability to the Company or any of its Subsidiaries). Any access to the properties of the Company or any of its Subsidiaries granted pursuant to this Section 5.6(a) shall be subject to the Company’s reasonable security measures and insurance requirements, and shall not include the right to perform any invasive testing. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, Parent (i) of any notice or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed other communication received by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur party from any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection Governmental Entity in connection with the foregoing. All requests for information made pursuant transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to this Section 6.7 shall obtain such consent could be directed material to the general counsel or other Person designated by Company, the Company Surviving Corporation or Parent, as applicable. All (ii) of any Action commenced or, to such information shall party’s knowledge, threatened against, relating to or otherwise affecting such party or any of its Subsidiaries in connection with, arising from or relating to this Agreement or the Merger and the other transactions contemplated hereby (“Transaction Litigation”) and (iii) if such party becomes aware of any facts or circumstances that such party believes do, or with the passage of time are reasonably likely to, constitute a breach of this Agreement by such party or the occurrence or non-occurrence of any event that, individually or in the aggregate, would reasonably be governed by expected to cause any condition to the terms obligations of the Confidentiality other party hereto to effect the Merger or any of the other transactions contemplated by this Agreement not to be satisfied; provided that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of any party to effect the Merger under this Agreement.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries Subsidiary to) afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, assets, books, Contracts Contracts, Tax Returns, and records records, and, during such period, the Company shall (and shall cause its Subsidiaries Subsidiary to) furnish promptly to Parent all information concerning its business, properties properties, finances, operations, assets, litigation matters, environmental compliance, cash-flow reports and personnel as may reasonably be requested and (b) Parent requested. All requests for information made pursuant to this Section 5.5 shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior be directed to the Effective Time, to executive officer or other persons designated by the Company. All such information as may shall be reasonably requested governed by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences terms of the Confidentiality Agreement. No investigation pursuant to this Section 5.5 or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of at any time prior to or following the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 hereof shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing covenants or agreements of the parties hereto or the conditions to the obligations of the parties hereto under this Agreement. (b) This Section 5.5 shall not require the Company or its Subsidiary to permit any access, or to disclose (i) any information that, in the reasonable, good faith judgment (after consultation with outside counsel) of the Company, would reasonably be expected to result in any violation of any Law or any Contract to which the Company or its Subsidiary is a party or cause any privilege (including attorney-client privilege) that the Company or its Subsidiary would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Company’s good faith judgment (after consultation with outside counsel) adversely affect in any material respect the Company’s position in any pending or, what the Company believes in good faith (after consultation with outside counsel) could be, future litigation or (ii) if the Company or any of its Affiliates, on the one hand, and Parent or any of their respective Subsidiaries (1) to permit its Affiliates, on the other hand, are adverse parties in a litigation, any inspectioninformation that is reasonably pertinent thereto; provided, or to disclose any informationthat, that in the reasonable judgment case of clause (i), the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of the Company or Parent, as applicable, would (after consultation with outside counsel)) reasonably be expected to result in the disclosure violation of any Trade Secrets of third parties such Law or violate any of its obligations Contract or reasonably be expected to cause such privilege to be undermined with respect to confidentiality such information or (provided that such Party shall have used reasonable best efforts to obtain B) could reasonably (in the consent good faith belief of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform(after consultation with outside counsel)) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to be managed through the use of customary “clean teamclean-room” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel non-employee Representatives of Parent or the Company, as applicable, could be provided access to any such information. (c) The information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 5.5 shall be directed to used solely for the general counsel or other Person designated by purpose of the Company or ParentTransactions, as applicable. All and such information shall be governed kept confidential by Parent and Merger Sub in accordance with, and shall otherwise be subject to the terms of and conditions of, the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts and records records, and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) requested. All requests for information made pursuant to this Section 6.6 shall be directed to the executive officer or other persons designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreements. No investigation pursuant to this Section 6.6 or by Parent shall (and shall cause or its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period Representatives at any time prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after following the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing . (b) This Section 6.6 shall not require the Company or its Subsidiaries to permit any access, or to disclose (i) any information that, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of the Company, is reasonably likely to result in any violation of any Law or any Contract to which the Company or its Subsidiaries is a party or cause any privilege (including attorney-client privilege) that the Company or its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Company’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect the Company’s position in any pending or, what the Company believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation, (ii) if the Company or any of its Affiliates, on the one hand, and Parent or any of their respective Subsidiaries its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto or (1iii) to permit any inspection, or to disclose any information, information that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure; provided that, in the case of clause (i), the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (iiA) to permit would not (or to require in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) be reasonably likely to performresult in the violation of any such Law or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any could reasonably (in the good faith belief of the properties ownedCompany (after consultation with counsel, leased or operated by it or any of its Subsidiaries or (iiiwhich may be in-house counsel)) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to be managed through the use of customary “clean teamclean-room” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel non-employee Representatives of Parent or the Company, as applicable, could be provided access to any such information. (c) The information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 6.6 shall be directed to used solely for the general counsel or purpose of the Merger and the other Person designated by transactions contemplated hereby (including the Company or ParentCarveout Transaction), as applicable. All and such information shall be governed by kept confidential in accordance with the terms of and conditions of, the Confidentiality AgreementAgreements.

Access and Reports. Subject to any applicable Law, upon reasonable notice, (a) the Company each Party shall (and shall cause its Subsidiaries to) afford Parent the other Party and Parent’s its Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts and records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent the other Party all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, Parent or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries either Party (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, such Party would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that if such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling on, at or subsurface investigations, including soil, sediment or groundwater testing or sampling, on in any of the properties owned, leased or operated by it or any of its Subsidiaries Subsidiaries, or (iii) to disclose any privileged information or information subject to attorney work product protection of the Company, Parent such Party or any of their respective its Subsidiaries. Notwithstanding anything in this Section 6.7 6.6 to the contrary, the Company and Parent each Party shall use their respective commercially reasonable best efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable best efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel certain Representatives of Parent or the Company, as applicable, other Party could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoinginformation. All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel of or other Person designated by the Company or Parent, as applicableeach Party. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) afford Parent and Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period prior to from the date hereof through the earlier of the Termination Date and the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company and EFIH shall (and each shall cause its Subsidiaries (other than the Oncor Entities) to) furnish promptly to Parent all such information concerning its business, properties properties, facilities, operations and personnel as may Parent reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requests; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) that, no investigation pursuant to this Section 6.7 6.4 shall (a) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (b) affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, ; and provided, further, that the foregoing shall not require the Company, Parent Company or any of their respective its Subsidiaries to (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, such Subsidiary would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality (provided that if the Company or such Party Subsidiary shall have used reasonable best efforts to obtain furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, its Subsidiaries if the Company and Parent or such Subsidiary shall use their respective commercially have used reasonable best efforts to obtain furnish such information in a manner that does not result in the loss of such privilege or (iii) permit any consents of third parties that are necessary to permit such access invasive environmental investigation or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosuresampling, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoinga Phase II environmental assessment. All requests for information made requested pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information 6.4 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent Sponsor and Parent’s Merger Sub and their officers and other authorized Representatives reasonable access, including reasonable access for the purposes of conducting environmental site assessments and surveys, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish as promptly as reasonably practicable to Parent Sponsor and Merger Sub all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent Company or any of their respective its Subsidiaries (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (A) unreasonably disrupt the operations of the Company or Parent, as applicable, would any of its Subsidiaries or (B) result in the disclosure of any Trade Secrets trade secrets of third parties or violate any obligations of the Company or any of its obligations Subsidiaries with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), disclosure or (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective Subsidiaries. Notwithstanding anything its Subsidiaries (provided that, in this Section 6.7 to the contraryeach case, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit develop an alternative to providing such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms information reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingSponsor). All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement. Sponsor shall indemnify and hold harmless the Company and its Subsidiaries for any damages, losses, costs or expenses actually incurred by the Company or its Subsidiaries that are directly caused by any negligent act or omission of Sponsor, Merger Sub or their officers and other authorized Representatives in connection with any such investigation conducted by Sponsor, Merger Sub or their officers and other authorized Representatives pursuant to this Section 6.7.

Access and Reports. (a) Subject to applicable Law, upon reasonable advance written notice, (a) the Seller will cause the Company shall (to afford Buyer’s officers and shall cause its Subsidiaries to) afford Parent and Parent’s Representatives other authorized representatives reasonable access, during normal business hours access throughout the period prior to the Effective TimeClosing, during normal business hours and in such a manner as to not interfere with the conduct of the Company’s business, to its employees, properties, books, Contracts contracts and records and, during such period, shall (and shall the Seller will cause its Subsidiaries to) the Company to furnish promptly to Parent Buyer all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requested; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts or if any Law applicable to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require Company requires the Company to perform) any Phase II environmental site assessments restrict or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries prohibit access to such information or (iiiii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 7.3(a) shall be directed to the general counsel or other Person designated by the Company or Parent, as applicableSeller. All such information shall be governed by the terms of the Confidentiality Agreement. (b) Subject to applicable Law, upon reasonable advance written notice, Buyer will cause the Company to afford the Seller’s officers and other authorized representatives reasonable access for the period commencing on the Closing and ending on the date that is three (3) years after the Closing Date, during normal business hours and in such a manner as to not interfere with the conduct of the Company’s business, to its employees, properties, books, contracts and records and, during such period, Buyer will cause the Company to furnish promptly to the Seller all information concerning its business, properties and personnel as may reasonably be requested. All requests for information made pursuant to this Section 7.3(b) shall be directed to Buyer.

Access and Reports. Subject to applicable Law, upon reasonable noticeadvance notice from the Buyer, (a) the Company Seller Management shall (and shall cause its the Seller's Subsidiaries to) afford Parent the Buyer's officers and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Timeearlier of the Closing Date or the termination of this Agreement in accordance with Article IX, to its employees, properties, books, Contracts contracts and records and, during such period, the Seller (to the extent it is able) and Seller Management shall (and shall cause its the Seller's Subsidiaries to) furnish as promptly to Parent as reasonably practicable the Buyer and its authorized Representatives all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford requested. Notwithstanding the Company reasonable accessforegoing, during normal business hours throughout none of the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent Buyer or its Representatives and were not known by the Companyshall have access to any books, in each caserecords, as of the date of this Agreement); provided that documents or other information (i) neither to the Company nor Parent shall be required extent that such books, records, documents or other information is subject to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent or any terms of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of a confidentiality agreement with a third parties or violate any of its obligations with respect to confidentiality party (provided that such Party at the request of the Buyer, the Seller shall have used reasonable best use its commercially reasonably efforts to obtain the consent of waivers from such third party to such inspection or disclosureparties), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments extent that the disclosure of such books, records, documents or other intrusive environmental sampling information would result in the loss of attorney-client privilege, (iii) to the extent the disclosure of such books, records, documents or subsurface investigationsother information is prohibited by applicable Law, including soilor (iv) to the extent disclosure of such books, sediment records, documents or groundwater testing or samplingother information, on any of as reasonably determined by the properties ownedSeller's counsel, leased or operated by it would be reasonably likely to result in antitrust difficulties for the Seller (or any of its Subsidiaries or (iiiAffiliates) and provided further that the Joint Official Liquidators shall be under no obligation to disclose any privileged information of the Company, Parent or any copies of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company books and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made records pursuant to this Section 6.7 6.04. All information provided or made available pursuant to this Section 6.04 is subject to the confidentiality agreement dated December 10, 2015, among the Buyer and the Seller (the “Confidentiality Agreement”). The Buyer shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All responsible for any unauthorized disclosure of any such information shall be governed provided or made available pursuant to this Section 6.04 by the terms of the Confidentiality Agreementits Representatives.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other Representatives reasonable access, access during normal business hours hours, throughout the period prior to the Effective Time, to its employees, properties, books, Contracts and records records, and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may be reasonably be requested and (b) Parent shall (requested, and shall cause provide office space and such access for a reasonable number of Representatives of Parent at the Company’s headquarters and other key facilities for Representatives of Parent who will be designated by Parent to assist in transitional matters. All requests for information made pursuant to this Section 7.06 shall be directed to the executive officer or other Persons designated by the Company. No investigation pursuant to this Section 7.06 or by Parent or its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period Representatives at any time prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after following the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein. (b) In order to facilitate the transition of the Company to ownership by Parent, upon Parent’s request, the parties shall establish a transition planning team of at least six members (the “Transition Team”) comprised of an equal number of representatives of Parent and the Company, which shall be responsible for facilitating a planning process to ensure the successful transition of the Company to ownership by Parent. Upon Parent’s request, or Merger Sub hereinsubject to applicable Law, the Transition Team shall be responsible for developing a plan for the transition of the Company to ownership by Parent from and providedafter the Effective Time and shall confer on a regular and continued basis regarding the status of the transition planning process. Upon Parent’s request, furtherthe Company shall devote sufficient resources to the Transition Team and share information as necessary to achieve the objectives set forth in this Section 7.06(b), that the foregoing subject to applicable Law. (c) This Section 7.06 shall not require the Company, Parent Company or any of their respective its Subsidiaries (1) to permit any inspectionaccess, or to disclose any informationinformation that, that in the reasonable reasonable, good faith judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations (after consultation with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (iicounsel) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent is likely to result in any violation of any Law or cause any privilege (including attorney-client privilege) that the Company or its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of their respective Subsidiaries. Notwithstanding anything such privilege could in this Section 6.7 the Company’s reasonable, good faith judgment (after consultation with counsel) adversely affect in any material respect the Company’s position in any pending litigation; provided, that, the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information to the contrary, extent doing so (i) would not (in the good faith belief of the Company and Parent shall use their respective commercially reasonable efforts (after consultation with counsel)) be reasonably likely to obtain result in the violation of any consents such Law or be likely to cause such privilege to be undermined with respect to such information or (ii) could reasonably (in the good faith belief of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the Company (after consultation with counsel)) be managed through the use of customary “clean teamclean-room” arrangements arrangements. (on terms reasonably acceptable to the Company and Parent, as applicabled) pursuant to which outside counsel of Parent or the Company, as applicable, could be The information provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information 7.06 shall be governed by the terms and conditions of the Confidentiality AgreementAgreements.

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent JAB’s officers and Parent’s Representatives other authorized “Representatives” (as defined in the Confidentiality Agreement) reasonable access, access during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent JAB all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requested; provided that (i) neither such access shall be conducted under the supervision of appropriate personnel of the Company nor Parent shall be required and in such a manner so as not to provide such access if it would unreasonably disrupt its operations and (ii) interfere with the normal operation of the business of the Company; provided, further, that no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, Company herein or Merger Sub herein, and otherwise limit or affect the remedies available to JAB; provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or disclose any information to require the extent it would cause a loss of privilege to the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of violate applicable Law (it being agreed, with respect to clauses (i) and (ii), that the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent parties shall use their respective commercially reasonable best efforts to obtain any consents of third parties that are necessary cause such information to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action in a manner that would breach any Contract not result in such jeopardy or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingcontravention). All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information obtained pursuant to this Section 6.6 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable noticeadvance notice from the Controlling Shareholder, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent the Controlling Shareholder’s officers and Parent’s other authorized Representatives reasonable accessaccess (so long as such access does not unreasonably interfere with the operations of the Company or its Subsidiaries), during normal business hours throughout the period prior to the earlier of the Effective TimeTime or the termination of this Agreement in accordance with Article VIII, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish as promptly as reasonably practicable to Parent the Controlling Shareholder and its authorized Representatives all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent requested. Notwithstanding the foregoing, none of the Controlling Shareholder, Merger Sub or their Representatives shall (and shall cause its Subsidiaries to) afford the Company reasonable accesshave access to any books, during normal business hours throughout the period prior records, documents or other information to the Effective Timeextent that such books, to such records, documents or other information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed is subject to the Company by Parent or its Representatives and were not known by the Company, in each case, as terms of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of a confidentiality agreement with a third parties or violate any of its obligations with respect to confidentiality party (provided that such Party at the request of the Controlling Shareholder, the Company shall have used use its commercially reasonable best efforts to obtain the consent of waivers from such third party to such inspection or disclosureparties), (ii) to permit the extent that the disclosure of such books, records, documents or other information would result in the loss of attorney-client privilege, (iii) to the extent the disclosure of such books, records, documents or other information is prohibited by applicable Law, (iv) to require the extent disclosure of such books, records, documents or other information, as reasonably determined by the Company’s counsel, would be reasonably likely to result in antitrust difficulties for the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it (or any of its Subsidiaries Affiliates), or (iiiv) to disclose any privileged the extent the Company determines in good faith that such books, records, documents or other information involves trade secrets of the Company, Parent Company or any of their respective its Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access All information provided or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made available pursuant to this Section 6.7 6.6 to the parties or their Representatives shall be directed subject to the general counsel or other Person designated by confidentiality agreement set forth in Section 6.15 (the Company or Parent, as applicable“Confidentiality Agreement”). All The Controlling Shareholder shall be responsible for any unauthorized disclosure of any such information shall be governed provided or made available pursuant to this Section 6.6 by the terms of the Confidentiality Agreementtheir Representatives.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent Parent's officers and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested; provided, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and ; provided, further, that the foregoing shall not require the Company, Parent Company or any of their respective its Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parentwould (a) unreasonably interfere with the Company's business operations, as applicable, would (b) result in a waiver or otherwise jeopardize the disclosure protection of any Trade Secrets of third parties applicable privilege (including attorney-client privilege) or violate other immunity or protection or (c) contravene any of its obligations with respect Law applicable to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) their respective businesses or, in any material respect, any Contract to disclose any privileged information of which the Company, Parent Company or any of its Subsidiaries is a party or by which any of their respective Subsidiariesassets or properties are bound. Notwithstanding anything in this Section 6.7 In the event that the Company withholds information on the basis of the foregoing clauses (a) through (c), the Company shall inform the Parent as to the contrary, general nature of what is being withheld and the Company and Parent shall cooperate in good faith to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including through the use their respective of commercially reasonable efforts to (i) obtain the required consent or waiver of any consents of third parties that are necessary party required to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any provide such information and pursuant (ii) implement appropriate and mutually agreeable measures to which permit the disclosure of such information shall not be disclosed by such outside counsel in a manner to directors, officers, employees or other Representatives of Parent or remove the Company, as applicable, without basis for the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingobjection. All requests for access or information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel specific executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, upon reasonable prior written notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period prior to from the date hereof and though the Effective Time, to its employees, properties, facilities, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties properties, facilities, operations and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify or supplement any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used its reasonable best efforts to obtain furnish such information in a manner that does not result in any such disclosure, including obtaining the consent of such third party to such inspection or disclosure), disclosure or (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, its Subsidiaries if the Company and Parent shall use their respective commercially have used reasonable best efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any furnish such information and pursuant to which in a manner that does not result in the loss of such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingprivilege. All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel or other a Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement. Notwithstanding the foregoing, the Receiving Party and its Representatives (each as defined in the Confidentiality Agreement) may furnish Evaluation Material (as defined in the Confidentiality Agreement) after the No-Shop Period Start Date to any Person in connection with such Person’s (A) potential investment in Parent or its Affiliates or (B) evaluation of the acquisition of assets of the Company in connection with or following the Closing (the actions contemplated by the foregoing clauses (A) and (B), other than in connection with the NRG Sale, a “Third Party Investment”), provided, that Parent shall have directed such Person to treat any Evaluation Material provided to such Person in accordance with the confidentiality provisions of the Confidentiality Agreement and to perform or to comply with the obligations of the Receiving Party with respect to any such Evaluation Material as contemplated by the Confidentiality Agreement. Parent agrees that it will be fully responsible for any breach of any of the provisions of the Confidentiality Agreement by any such Person as though it were a “Representative” under the Confidentiality Agreement. In connection with a Third Party Investment, the Company agrees to provide, and shall cause its Subsidiaries and its and their Representatives to provide, all reasonable cooperation in connection with the arrangement or consummation of a Third Party Investment as may be reasonably requested by Parent, including with respect to any customary due diligence review of such assets that may be requested by Parent such as visits of properties and facilities of the Company and meeting with appropriate personnel of the Company (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company, its Subsidiaries and their Representatives in connection with such cooperation. Parent shall indemnify and hold harmless the Company, its Subsidiaries and its Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of any Third Party Investment (including any action taken in accordance with this Section 6.6) and any information utilized in connection therewith. Parent and Merger Sub acknowledge and agree that any Third Party Investment is not a condition to Closing and reaffirm their obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of any Third Party Investment, subject to fulfillment or waiver of the conditions set forth in Article VII. (b) In furtherance and not in limitation of the foregoing Section 6.6(a), at any time and from time to time after the date hereof, the Company will allow Parent and its representatives reasonable access to the Derivative Products trading operations of the Company, the Company’s Subsidiaries and the Company Joint Ventures and their respective books and records, and develop appropriate procedures to permit Parent and its approved Representatives (such approval by the Company not to be unreasonably withheld, delayed or conditioned) to monitor the aggregate net positions in the Derivative Products trading portfolio of the Company, the Company Subsidiaries and Company Joint Ventures, subject to the other terms of this Agreement, the terms of the Confidentiality Agreement and applicable Laws. Parent shall have the right to appoint an individual who, in addition to exercising any of the rights granted to Parent pursuant to Section 6.6(a) and the preceding sentence of this Section 6.6(b), shall also have the rights, and be subject to the limitations, set forth on Section 6.6(b) of the Company Disclosure Letter.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent to the officers and other authorized Representatives of Parent’s Representatives , potential sources of capital and any rating agencies and prospective lenders and investors reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require disclose any information of the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries that would in the reasonable judgment of the Company waive the protection of attorney-client privilege if the Company shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege, or (iii) to disclose any privileged sensitive or personal information that would expose the Company to the risk of liability. Without limiting the Company, Parent or any generality of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to 6.6, from the contrarydate of this Agreement until the Effective Time (or the termination of this Agreement in accordance with its terms), the Company will furnish to Parent promptly after becoming available, monthly financial statements including an unaudited balance sheet, income statement and Parent shall use their respective commercially reasonable efforts to obtain statement of cash flows for each month through the Closing Date as well as any consents update of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to its outlook for the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent quarter or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent balance of the other Party; provided that neither the Company nor Parent, fiscal year as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests it may prepare for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicablemanagement’s internal use. All such information shall be governed by the terms of the Confidentiality Agreement; provided, that notwithstanding the terms of the Confidentiality Agreement, Parent may provide such information to potential sources of capital and to rating agencies and prospective lenders and investors during syndication of the Available Financing subject to the execution of customary confidentiality agreements with such Persons regarding such information, with the Company being named as an express third party beneficiary with rights of enforcement under such confidentiality agreements. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) of any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or otherwise affecting such party of any of its Subsidiaries which relate to the transactions contemplated by this Agreement, and (iii) if such party becomes aware of any facts or circumstances that such party believes do, or with the passage of time are reasonably likely to, constitute a breach of this Agreement by the other party.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries Subsidiary to) afford Parent Parent, its Affiliates and Parent’s Representatives their respective authorized Representatives, reasonable access, during normal business hours throughout the period prior to the Effective TimePre-Closing Period, to its officers, employees, consultants, accountants, properties, books, Contracts and records books and records, and, during such period, the Company shall (and shall cause its Subsidiaries Subsidiary to) furnish promptly to Parent all information and data concerning its business, operations, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requested; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, its Affiliates and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) Representatives shall conduct any such activities in such a manner as not to permit any inspection, interfere unreasonably with the business or to disclose any information, that in the reasonable judgment operations of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicableSubsidiary. All such information shall be governed by the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary in this Agreement, neither the Company nor its Subsidiary will be required to disclose any information to Parent or any of its Representatives if such disclosure would: (i) based on advice of counsel, jeopardize any attorney-client privilege; provided, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure (or as much of it as possible) in a manner that would not be reasonably likely to risk a loss of such attorney-client privilege; or (ii) based on advice of counsel, contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement; provided that the Company shall use its commercially reasonably efforts to obtain the required consent of the counterparty under such Contract to such access or disclosure. Prior to the Closing, without the prior written consent of the Company (which consent may not be unreasonably, withheld, conditioned or delayed), neither Parent nor its Representatives shall contact any employee (other than individuals set forth on SECTION 4.4 of the Company Disclosure Letter) of, suppliers to, or customers of, the Company or its Subsidiary regarding the transactions contemplated by this Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (each of Oncor Holdings and Oncor shall, and each shall cause its Subsidiaries to) , afford the officers and other Representatives of Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeInterim Period, to its employeesexecutive officers, properties, books, Contracts contracts and records and, during such period, shall (each of Oncor Holdings and Oncor shall, and each shall cause its Subsidiaries to) , furnish promptly to Parent all information in its control concerning its business, properties properties, facilities, operations and personnel as may Parent reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Companyrequests, in each case, as of case solely to the date of this Agreement)extent reasonably necessary to effect the Purchase Transactions; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6 shall (a) unreasonably interfere with the ongoing operations of any Oncor Entity or (b) affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub an Oncor Entity herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Oncor Entity to (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, such Oncor Entity would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality (provided that if such Party Oncor Entity shall have used commercially reasonable best efforts to obtain furnish such information in a manner that does not result in any such disclosure or violation, including obtaining the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent Oncor Entities if such Oncor Entity shall use their respective have used commercially reasonable efforts to obtain furnish such information in a manner that does not result in the loss of such privilege, (iii) permit any consents of third parties that are necessary to permit such access invasive environmental investigation or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosuresampling, including pursuant a Phase II environmental assessment or (iv) require disclosure of information that it reasonably determines is competitively sensitive information, including detailed information with respect to the use of “clean team” arrangements (on terms reasonably acceptable transmission development projects, or relates to the Company facilities and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoinginfrastructure security procedures. All requests for information made pursuant to this Section 6.7 6 shall be directed to Xxxxxx Buckfire & Co. or the general counsel or other Person designated by the Company or Parent, as applicable. individuals set forth in Exhibit D. All such information shall be governed by the terms of the Confidentiality AgreementAgreements, which, notwithstanding anything to the contrary therein, shall remain in effect until the Purchase Closing Date in accordance with their terms (but shall terminate and cease to be of any further force or effect on such date as the Purchasers acquire, directly or indirectly, all of the outstanding equity interests in the Oncor Entities).

Access and Reports. Subject to applicable Law, (a) upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records (including environmental, zoning and FCC License and Other Company License documents and information, and Representatives of the Company and its Subsidiaries who can respond knowledgeably to questions related thereto) and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested requested, and (b) Parent shall as soon as reasonably practicable but in no event later than thirty (and shall cause its Subsidiaries to30) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries days after the date of this Agreement Agreement, make available to Parent online or in physical format substantially all tower files and related Cell Site information (or which were not previously disclosed including substantially all information necessary for Parent to confirm compliance with respect to the Company by Parent or its Representatives and were not known businesses operated by the Company, in each case, as of Company and its Subsidiaries with the date of this AgreementFCC Rules and FAA Rules relating to towers); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties parties, violate any applicable Laws or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), disclosure or (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective its Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the applicable Confidentiality Agreement.

Access and Reports. Subject to applicable Law, (a) upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records (including environmental, zoning and FCC License and Other Company License documents and information, and Representatives of the Company and its Subsidiaries who can respond knowledgeably to questions related thereto) and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested requested, and (b) Parent shall as soon as reasonably practicable but in no event later than thirty (and shall cause its Subsidiaries to30) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries days after the date of this Agreement Agreement, make available to Parent online or in physical format substantially all tower files and related Cell Site information (or which were not previously disclosed including substantially all information necessary for Parent to confirm compliance with respect to the Company by Parent or its Representatives and were not known businesses operated by the Company, in each case, as of Company and its Subsidiaries with the date of this AgreementFCC Rules and FAA Rules relating to towers); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties parties, violate any applicable Laws or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), disclosure or (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective its Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the applicable Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, (a) the Company shall (shall, and shall cause its Subsidiaries to) , afford Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, bookscontracts, Contracts books and records and, during such period, shall (the Company shall, and shall cause its Subsidiaries to) , furnish promptly to Parent all readily available information concerning its business, properties and personnel as Parent may reasonably be requested and (b) Parent shall (and shall cause request; provided, however, that none of the Company or any of its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide permit any inspection or other access, or to disclose any information, that in its reasonable judgment would: (a) violate any of its obligations with respect to confidentiality (provided that the Company shall use its commercially reasonable efforts to obtain a waiver of any confidentiality obligation); (d) jeopardize protections afforded it under the attorney-client privilege or the attorney work product doctrine (provided that the Company shall take any commercially reasonable action to allow such access if it would unreasonably disrupt to be granted in whole or in part without jeopardizing such protections); (e) violate any Law; or (f) materially interfere with the conduct of its operations and (ii) no investigation business. All requests for information made pursuant to this Section 6.7 7.6 shall be directed to the executive officer or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement and shall not affect or be deemed to modify any representation or warranty made by the CompanyCompany in this Agreement. The Company shall furnish promptly to Parent a copy of each report, Parentschedule, or Merger Sub herein, registration statement and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated document filed by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit during such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including period pursuant to the use requirements of “clean team” arrangements (on terms reasonably acceptable federal or state securities Legal Requirements to the Company and Parentextent that such report, as applicable) pursuant to which outside counsel of Parent or the Companyschedule, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees registration statement or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreementdocument is not publicly available on EXXXX.

Access and Reports. Subject to applicable Law, upon reasonable noticeadvance notice from the Buyer, (a) the Company Seller Management shall (and shall cause its the Seller's Subsidiaries to) afford Parent the Buyer's officers and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Timeearlier of the Closing Date or the termination of this Agreement in accordance with Article IX, to its employees, properties, books, Contracts contracts and records and, during such period, the Seller (to the extent it is able) and Seller Management shall (and shall cause its the Seller's Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 41 of 98 Page ID #:668 Subsidiaries to) furnish as promptly to Parent as reasonably practicable the Buyer and its authorized Representatives all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford requested. Notwithstanding the Company reasonable accessforegoing, during normal business hours throughout none of the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent Buyer or its Representatives and were not known by the Companyshall have access to any books, in each caserecords, as of the date of this Agreement); provided that documents or other information (i) neither to the Company nor Parent shall be required extent that such books, records, documents or other information is subject to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent or any terms of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of a confidentiality agreement with a third parties or violate any of its obligations with respect to confidentiality party (provided that such Party at the request of the Buyer, the Seller shall have used reasonable best use its commercially reasonably efforts to obtain the consent of waivers from such third party to such inspection or disclosureparties), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments extent that the disclosure of such books, records, documents or other intrusive environmental sampling information would result in the loss of attorney-client privilege, (iii) to the extent the disclosure of such books, records, documents or subsurface investigationsother information is prohibited by applicable Law, including soilor (iv) to the extent disclosure of such books, sediment records, documents or groundwater testing or samplingother information, on any of as reasonably determined by the properties ownedSeller's counsel, leased or operated by it would be reasonably likely to result in antitrust difficulties for the Seller (or any of its Subsidiaries or (iiiAffiliates) and provided further that the Joint Official Liquidators shall be under no obligation to disclose any privileged information of the Company, Parent or any copies of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company books and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made records pursuant to this Section 6.7 6.04. All information provided or made available pursuant to this Section 6.04 is subject to the confidentiality agreement dated December 10, 2015, among the Buyer and the Seller (the “Confidentiality Agreement”). The Buyer shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All responsible for any unauthorized disclosure of any such information shall be governed provided or made available pursuant to this Section 6.04 by the terms of the Confidentiality Agreementits Representatives.

Access and Reports. (a) Subject to Applicable Laws then in effect and applicable Lawcontractual restrictions in effect on the date hereof, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford to the officers and other authorized Representatives of Parent and the Financing Sources of Parent’s Representatives , reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, and its Subsidiaries’ officers and its and its Subsidiaries’ properties, offices and other facilities and its and its Subsidiaries’ books, Contracts contracts, personnel files and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its and its Subsidiaries’ business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)Financing Sources from time to time; provided that (i) neither any such access shall be coordinated through one of the persons listed on Section 6.6 of the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations Disclosure Letter and (ii) provided further that no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) (A) to permit any inspectioninspection that, or to disclose any information, that in the reasonable judgment of the Company, would be materially disruptive to the business or operations of the Company or Parentits Subsidiaries, as applicableor (B) to disclose any information that would, would in the reasonable judgment of the Company, result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure)confidentiality, (ii) to permit (or to require disclose any information of the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries that would, in the reasonable judgment of the Company, be prohibited by Applicable Laws or waive the protection of attorney-client, work product or other legal privilege, (iii) to disclose provide access to or otherwise make available any privileged information relating to the process conducted by the Company that led to the execution of this Agreement or (iv) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information could in the judgment of the CompanyCompany based on advice of counsel violate Applicable Law. The parties will use reasonable best efforts to make appropriate substitute arrangements under circumstances in which the restrictions of the preceding sentence apply. Notwithstanding the foregoing, neither Parent or nor any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 its Representatives shall have the right to the contraryconduct any surface or subsurface soil or surface or ground water sampling, the Company and Parent shall use their respective commercially reasonable efforts to obtain monitoring, borings or testing on any consents of third parties that are necessary to permit such access properties owned or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated leased by the Company or Parentany of its Subsidiaries. Without limiting the generality of this Section 6.6, from the date of this Agreement until the Effective Time (or the termination of this Agreement in accordance with its terms), the Company will furnish to Parent promptly after becoming available, monthly financial statements including an unaudited balance sheet, income statement and statement of cash flows for each month through the Closing Date as applicablewell as any update of its outlook for the quarter or the balance of the fiscal year, each as it may prepare for management’s internal use. All such information shall be governed by the terms of the Confidentiality Agreement; provided that notwithstanding the terms of the Confidentiality Agreement, Parent may provide such information to potential sources of capital and to rating agencies and prospective lenders (including the Financing Sources) and investors during syndication of the Available Financing subject to the execution of customary confidentiality agreements with such Persons regarding such information. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such party from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, (ii) of any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or otherwise affecting such party or any of its Subsidiaries which relate to the Transactions, and (iii) if such party becomes aware of any facts or circumstances that would reasonably be expected to cause any condition set forth in Article 7 not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.6(b) shall not cure any breach of, or non-compliance with, any other provision of this Agreement.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent to the officers and other authorized Representatives of Parent’s Representatives , reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts, personnel files and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested; provided, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation or provision of information pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the CompanyCompany herein; provided, Parentfurther, that notwithstanding the investigation or Merger Sub hereinprovision of information by any party, no party shall be deemed to make any representation or warranty except as expressly set forth in this Agreement; and provided, further, that in no event shall Parent be permitted to conduct any sampling of soil, sediment, groundwater, surface water, air or building materials at any real property owned or leased by the foregoing shall not require the Company, Parent Company or any of their respective its Subsidiaries (1) prior to permit the Effective Time without the prior written consent of the Company. Nothing in this Section 6.6 shall require the Company to provide any inspectionaccess, or to disclose any information, that in the reasonable judgment of the Company information (i) if providing such access or Parent, as applicable, disclosing such information would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality applicable Law (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), including antitrust and privacy Laws) (ii) if such information is protected by attorney-client privilege to permit (or to require the extent such privilege cannot be protected by the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any through exercise of its Subsidiaries reasonable efforts or (iii) if such information is required to disclose any privileged information be kept confidential by reason of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 Contracts with third parties entered into prior to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicabledate hereof. All such information shall be governed by the terms of the Confidentiality Agreement. (b) Prior to the Effective Time, with respect to the information disclosed pursuant to ☒this Section 6.6, Parent shall comply and shall use its reasonable best efforts to cause its Representatives to comply with all of its obligations under the Confidentiality Agreement. In any event, Parent shall be responsible for any breach thereof by its Representatives. (c) The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, (i) of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) of any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or otherwise affecting such party of any of its Subsidiaries which relate to the transactions contemplated by this Agreement, and (iii) if such party becomes aware of any facts or circumstances that such party believes do, or with the passage of time are reasonably likely to, constitute a material breach of this Agreement by the other party.

Access and Reports. (a) Subject to applicable LawLaw and applicable contractual restrictions in effect on the date hereof, upon reasonable notice, (a) the Company shall (and shall cause its the Company Subsidiaries to) afford Parent to the officers and other authorized Representatives of Parent’s Representatives , reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, and the Company Subsidiaries’ officers and its and the Company Subsidiaries’ properties, offices and other facilities and its and the Company Subsidiaries’ books, Contracts contracts, personnel files and records records, and, during such period, the Company shall (and shall cause its the Company Subsidiaries to) furnish promptly to Parent all information concerning its and the Company Subsidiaries’ business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed Representatives from time to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)time; provided that (i) neither any such access shall be coordinated through one of the persons listed on Section 6.6 of the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations Disclosure Schedule and (ii) provided, further, that no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company to (1i) to (A) permit any inspectioninspection that, or to disclose any information, that in the reasonable judgment of the Company, would be materially disruptive to the business or operations of the Company or Parentany of the Company Subsidiaries, as applicableor (B) disclose any information that would, would in the reasonable judgment of the Company, result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality confidentiality, (provided ii) disclose any information that would, in the reasonable judgment of the Company, be prohibited by applicable Law or be reasonably likely to result in the waiver of the protection of attorney‑client, work product or other legal privilege or (iii) prior to the Effective Time and except as otherwise required by applicable Law or legal process, provide access to or otherwise make available any information relating to the process conducted by the Company that led to the execution of this Agreement. The Company and Parent shall cooperate in good faith to make appropriate substitute arrangements under circumstances in which the restrictions of the preceding sentence apply. The Confidentiality Agreement shall apply with respect to information furnished by the Company hereunder. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any (i) notice or other communication received by such Party shall have used reasonable best efforts to obtain party from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such third Person is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such party to obtain such inspection consent would reasonably be expected to be material to the Company, the Surviving Corporation or disclosure), Parent and (ii) action, suit, claim, investigation or proceeding commenced or, to permit (such party’s knowledge, threatened against, relating to or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it otherwise affecting such party or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 which relate to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality AgreementTransactions.

Access and Reports. Subject to applicable Law, upon reasonable noticefrom the date hereof throughout the period prior to the Effective Time, (a) the Company shall (and shall cause its Subsidiaries to) (i) upon reasonable prior written notice, afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its employees, properties, books, Contracts contracts and records andrecords, during such periodexcept that Parent and its Representatives may not conduct Phase I or Phase II environmental site assessments or any other sampling activities, shall (and shall cause its Subsidiaries toii) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested by Parent and (biii) use its reasonable best efforts to, within twenty (20) days after the end of each month following the date hereof, furnish to Parent shall (and shall cause its Subsidiaries to) afford an unaudited monthly consolidated statements of operations for the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)Subsidiaries; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify or supplement any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1x) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iiiy) to disclose any privileged information of the Company, Parent Company or any of their respective its Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel General Counsel of the Company or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject From the date hereof to the Closing or the earlier termination of this Agreement, upon reasonable prior written notice from Buyer, subject to applicable Law, upon reasonable notice, (a) the Company Seller shall (and shall cause its Subsidiaries to) afford Parent Buyer’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeClosing, to the Company’s and its Subsidiaries’ employees, properties, books, Contracts contracts and records and, during such period, Seller shall (and shall cause its Subsidiaries to) furnish promptly to Parent Buyer all information concerning the Company’s and its Subsidiaries’ business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Timeprovided, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material eventsthat, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 3.4 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Seller herein, and provided, further, that the foregoing shall not require the Company, Parent Seller or any of their respective its Subsidiaries (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, Seller would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure)confidentiality, (ii) to permit (or to require the Company to perform) disclose any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any information of the properties owned, leased or operated by it Seller or any of its Subsidiaries that is subject to legal privilege, or (iii) to disclose permit any privileged information of the Companyenvironmental sampling or invasive environmental testing, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 except to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including extent required pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicableSection 3.7(c)(iv) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingFinancing following the completion of any updated Phase I environmental testing performed with respect to the Owned Properties or Leased Properties (provided, that such Phase I report recommends that such sampling or invasive testing be carried out and, in such event, only in scope limited to the issue identified in the Phase I sampling recommendation); provided that if any information is withheld pursuant to clauses (i) or (ii), Seller shall inform Buyer as to the general nature of what is being withheld and use reasonable best efforts to make substitute disclosure arrangements to provide any such information to the Buyers in a manner that will not violate any such obligations of confidentiality or jeopardize any such legal privilege. All requests for access or information made pursuant to this Section 6.7 3.4 shall be directed to an officer of Seller or the general counsel Company or other Person designated by the Company or Parent, as applicableSeller. All such information shall be governed by the terms of the Confidentiality Agreement and Access Agreement.

Access and Reports. Subject to applicable LawLaw and the other provisions of this Section 6.6, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) ), upon giving of reasonable notice by Parent, afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours following reasonable advance notice throughout the period prior to the Effective Time, to its officers, employees, agents, contracts, books and records (including the work papers -50- of its independent accountants upon receipt of any required consents from such accountants), as well as properties, booksoffices and other facilities, Contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date requested. The foregoing provisions of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing 6.6 shall not require and shall not be construed to require either the Company, Parent or Company to permit any access to any of their respective Subsidiaries (1) its officers, employees, agents, contracts, books or records, or its properties, offices or other facilities, or to permit any inspection, review, sampling or audit, or to disclose or otherwise make available any information, information that in the reasonable judgment of the Company or Parent, as applicable, and in the reasonable good faith judgment of the Company’s outside legal counsel would (i) result in the disclosure of any Trade Secrets of any third parties or violate the terms of any confidentiality provisions in any agreement with a third party entered into prior to the date of its obligations with respect to confidentiality (provided that such Party this Agreement if the Company shall have used commercially reasonable best efforts (without payment of any consideration, fees or expenses) to obtain the consent of such third party to such inspection or disclosuredisclosure (or entered into after the date of this Agreement in compliance with Section 6.1), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigationsresult in a violation of applicable Laws, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries fiduciary duty or (iii) waive the protection of any attorney-client or other privilege. In the event that Parent objects to disclose any privileged request submitted pursuant to and in accordance with this S ection 6.6 and withholds information on the basis of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contraryforegoing clauses (i) through (iii), the Company shall inform Parent as to the general nature of what is being withheld and Parent the Company shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to make appropriate substitute arrangements to permit such access or disclosurereasonable disclosure that does not suffer from any of the foregoing impediments, including pursuant to through the use of “clean team” arrangements commercially reasonable efforts to (on terms reasonably acceptable A) obtain the required consent or waiver of any third party required to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any provide such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreement.and

Access and Reports. (a) Subject to applicable LawLaw and applicable contractual restrictions in effect on the date hereof, upon reasonable notice, (a) the Company shall (and shall cause its the Company Subsidiaries to) afford Parent to the officers and other authorized Representatives of Parent’s Representatives , reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, and the Company Subsidiaries’ officers and its and the Company Subsidiaries’ properties, offices and other facilities and its and the Company Subsidiaries’ books, Contracts contracts, personnel files and records records, and, during such period, the Company shall (and shall cause its the Company Subsidiaries to) furnish promptly to Parent all information concerning its and the Company Subsidiaries’ business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed Representatives from time to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)time; provided that (i) neither any such access shall be coordinated through one of the persons listed on Section 6.6 of the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations Disclosure Schedule and (ii) provided, further, that no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company to (1i) to (A) permit any inspectioninspection that, or to disclose any information, that in the reasonable judgment of the Company, would be materially disruptive to the business or operations of the Company or Parentany of the Company Subsidiaries, as applicableor (B) disclose any information that would, would in the reasonable judgment of the Company, result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality confidentiality, (provided ii) disclose any information that would, in the reasonable judgment of the Company, be prohibited by applicable Law or be reasonably likely to result in the waiver of the protection of attorney‑client, work product or other legal privilege or (iii) provide access to or otherwise make available any information relating to the process conducted by the Company that led to the execution of this Agreement. The Company and Parent shall cooperate in good faith to make appropriate substitute arrangements under circumstances in which the restrictions of the preceding sentence apply. The Confidentiality Agreement shall apply with respect to information furnished by the Company hereunder. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any (i) notice or other communication received by such Party shall have used reasonable best efforts to obtain party from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such third Person is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such party to obtain such inspection consent would reasonably be expected to be material to the Company, the Surviving Corporation or disclosure), Parent and (ii) action, suit, claim, investigation or proceeding commenced or, to permit (such party’s knowledge, threatened against, relating to or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it otherwise affecting such party or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 which relate to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality AgreementTransactions.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) From the Company shall (date hereof through Closing, subject to Applicable Laws, upon the reasonable request from Buyer of any such activities, each Selling Entity will afford Buyer’s officers and shall cause its Subsidiaries to) afford Parent and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts and records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that hours, (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations officers, employees, consultants and authorized Representatives (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, including its legal advisors and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosureaccountants), (ii) to permit all books, records and other documents and data in the locations in which they are normally maintained, and to make copies of all such books, records, and other documents to the extent relating to the Assets or the Assumed Liabilities, (iii) to any reasonably available financial and operating data and other information in connection with the Assets or the Business and (iv) to all offices, plants, buildings, facilities and other physical locations and properties included in the Assets, to make such investigation and physical inspection of the Assets and the Assumed Liabilities as it reasonably requests; provided that, in connection with such access, Buyer’s authorized Representatives will (x) abide by any reasonable health or safety rules, regulations and operating policies provided in writing by Seller or its Representatives in advance of such visit and (y) at Seller’s option, be accompanied by at least one (1) Representative of Seller, and that any such investigation or physical inspection shall not be invasive in any respect (unless Buyer obtains Seller’s prior written consent, which shall not be unreasonably, withheld, conditioned or delayed), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all Applicable Laws. Notwithstanding anything herein to the contrary, no such investigation or examination will be permitted to the extent that it would unreasonably interfere with the conduct of the business of the Selling Entities or would require a Selling Entity to disclose information that would violate the attorney-client privilege or any other applicable privileges or immunities; provided that the Selling Entities use reasonable effort to disclose such information without disclosing the privileged information (for example, by redacting such information as reasonably necessary to avoid such violation) or to require enter into a mutually-agreeable joint defense agreement or similar agreement to allow for the Company disclosure of such information without the loss of such applicable privileges or immunities. (b) Buyer acknowledges that information provided to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigationsit in connection with this Agreement, including soilunder Section 7.01(a), sediment or groundwater testing or samplingmay be subject to applicable contractual confidentiality obligations, on any and shall be subject to the terms of the properties ownedconfidentiality agreement, leased dated April 3, 2020 between Seller and Capitol Peak Partners (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Buyer acknowledges and understands that this Agreement may be provided to lenders or operated be publicly filed in the Bankruptcy Court and further made available by it Seller to prospective bidders and that such disclosure will not be deemed to violate any confidentiality obligations owing to Buyer, whether pursuant to this Agreement, the Confidentiality Agreement or any of pursuant to other applicable contractual confidentiality obligations, or otherwise. Notwithstanding the foregoing, nothing in this Section 7.01(b) shall prevent a Party from disclosing information to (i) its Subsidiaries legal, accounting, financial or tax advisors, (ii) its existing and prospective direct and indirect partners, stockholders and members, its existing and prospective lenders and investors, or to its managers or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything extent permitted in this Section 6.7 to the contraryaccordance with, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees Confidentiality Agreement or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreementcontractual confidentiality obligations.

Access and Reports. Subject to applicable Law, upon reasonable prior written notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other authorized Representatives (including, subject to the provisions on the Company’s cooperation set forth in Section 6.16(b), the Financing Sources) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts books and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Companyrequested, in each case, as in a manner not unreasonably disruptive to the operations of the date business of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt or any of its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and Subsidiaries; provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require binding upon the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or with respect to any third party, (iiib) to disclose any privileged information of the Company, Parent Company or any of their respective Subsidiaries. Notwithstanding anything its Subsidiaries or (c) to disclose any information or permit any access or inspection that, in this Section 6.7 the reasonable judgment of the Company, would cause any competitive harm to the contraryCompany or any of its Subsidiaries if the transactions contemplated by this Agreement were not consummated; provided, further, that in the event that the Company determines to withhold access or information pursuant to clauses (a), (b) and (c), the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents waivers of third parties that are necessary to permit such access or make such disclosure information to be disclosed to Parent and its Representatives and shall otherwise use commercially reasonable efforts reasonably cooperate with Parent to implement procedures that would remove the basis for the determination so as to permit Parent or its Representatives such access or disclosure, including pursuant to the use of “clean teamroom” arrangements (on terms reasonably acceptable arrangements. Notwithstanding anything to the Company contrary herein, (i) Parent and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information Merger Sub shall not be disclosed by such outside counsel permitted prior to directors, officers, employees or other Representatives the Closing Date to contact any of Parent or the Company’s or its Subsidiaries’ vendors, customers, suppliers, contract counterparties, joint venture partners or, other than as applicableexpressly contemplated by this Agreement, Governmental Entities regarding the operations of the Company or its Subsidiaries without receiving the prior written consent of the other Party; provided that neither Company (such consent not to be unreasonably withheld) and (ii) prior to the Closing Date, Parent and Merger Sub shall not have the right to conduct any environmental testing, sampling or analysis at, on, under or from any real property of the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingits Subsidiaries. All requests for information made pursuant to this Section 6.7 6.4 shall be directed to the general counsel Chief Executive Officer of the Company or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Company Confidentiality Agreement, the Joint Defense and Confidentiality Agreement, dated as of December 5, 2013 between Parent and the Company (the “Joint Defense Agreement”) and the letter agreement executed on December 7, 2013 between Xxxxxxxx & Xxxxx LLP and Winston & Xxxxxx LLP (the “Clean Team Agreement”).

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s Representatives officers and other authorized “Representatives” (as defined in the Confidentiality Agreement) reasonable access, access during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requested; provided that (i) neither such access shall be conducted under the supervision of appropriate personnel of the Company nor Parent shall be required and in such a manner so as not to provide such access if it would unreasonably disrupt its operations and (ii) interfere with the normal operation of the business of the Company; provided, further, that no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Company herein or otherwise limit or affect the remedies available to Parent, or Merger Sub herein, and ; provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used commercially reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or disclose any information to require the extent it would cause a loss of privilege to the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of violate applicable Law (it being agreed, with respect to clauses (i) and (ii), that the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent parties shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary cause such information to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action in a manner that would breach any Contract not result in such jeopardy or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingcontravention). All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information obtained pursuant to this Section 6.6 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law (including any applicable privacy and data security Law), upon reasonable noticefrom the date hereof throughout the period prior to the Effective Time, (a) the Company shall (and shall cause its Subsidiaries to) (a) upon reasonable prior written notice, afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its employees, properties, books, Contracts contracts and records andrecords, during such period, shall (and shall cause its Subsidiaries tob) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested by Parent, and (bc) use its reasonable best efforts to, within 20 days after the end of each month following the date hereof, furnish to Parent shall (and shall cause its Subsidiaries to) afford an unaudited monthly consolidated statements of operations for the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)Subsidiaries; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify or supplement any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective Subsidiaries. Notwithstanding anything its Subsidiaries (it being agreed that, in this Section 6.7 to the contraryevent that the restrictions of clauses (i) or (ii) apply, that the Company shall provide Parent with a reasonably detailed description of the information not provided and the Company and Parent shall use their respective commercially reasonable efforts cooperate in good faith to obtain any consents of third parties that are necessary design and implement alternative disclosure arrangements to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts enable Parent to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to evaluate any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees without violating the applicable privilege or other Representatives of Parent or breaching the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required ’s obligation to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingthird party). All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel General Counsel of the Company or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality AgreementAgreements.

Access and Reports. (a) Subject to applicable Law, from and after the date of this Agreement to the Effective Time, upon reasonable notice, (a) the Company shall (shall, and shall cause each of its Subsidiaries to, (i) afford Parent to Parent, Merger Sub and Parent’s Representatives each of their Representatives, reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, Contracts contracts and records and, during such period, shall and (and shall cause its Subsidiaries toii) furnish promptly or cause to Parent all be furnished such information concerning its the business, properties properties, Contracts, assets, liabilities, personnel and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford other aspects of the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (as Parent Merger Sub or which were not previously disclosed to the Company by Parent or its their Representatives and were not known by the Company, in each case, as of the date of this Agreement)may reasonably request; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (iix) no investigation pursuant to this Section 6.7 5.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that (y) the foregoing shall not require the Company, Parent Company or any of their respective its Subsidiaries (1A) to permit any inspection, or to disclose any information, information that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party so long as the Company shall have used reasonable best efforts to obtain the consent of such third party to allow such inspection or disclosure), disclosure or (iiB) to permit (or to require disclose any information of the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries that would waive the protection of attorney-client privilege if the Company shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege, and (z) notwithstanding anything to the contrary contained herein, including Section 5.14, customer lists, SKU costing information and supplier program information listed in Section 5.7(a) of the Company Disclosure Letter shall only be available for review at the offices of the Company by Parent, Merger Sub and their Representatives (and financing sources and their Representatives, to the extent they are entitled to access to such information pursuant to Section 5.14) and shall not be removed, copied or duplicated by any such Person. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) of any Actions commenced or, to such party's knowledge, threatened against, relating to or otherwise affecting such party or any of its Affiliates in connection with, arising from or relating to this Agreement or the transactions contemplated by this Agreement ("Transaction Litigation") or (iii) if such party becomes aware of any facts or circumstances that such party believes do, or with the passage of time are reasonably likely to, constitute a breach of this Agreement by the other party or the occurrence or non-occurrence, of any event that, individually or in the aggregate, would reasonably be expected to disclose cause any privileged information condition to the obligations of any party hereto to effect the Company, Parent Merger or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Partytransactions contemplated by this Agreement not to be satisfied; provided that neither the Company nor Parent, as applicable, shall be required to incur delivery of any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made notice pursuant to this Section 6.7 5.7(b) shall be directed not cure any breach of any representation, warranty or covenant in this Agreement or otherwise limit or affect the remedies available hereunder to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreementany party hereto.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries and its and their respective directors, officers and employees to) afford Parent to the officers and other authorized Representatives of Parent’s Representatives , reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts, personnel files and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material eventsrequested; provided, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation or provision of information pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and ; provided, further, that notwithstanding the foregoing investigation or provision of information by any party, no party shall not require be deemed to make any representation or warranty except as expressly set forth in this Agreement; and provided further, in no event shall Parent be permitted to conduct any sampling of soil, sediment, groundwater, surface water, air or building materials at any real property owned or leased by the Company, Parent Company or any of their respective its Subsidiaries prior to the Effective Time without the Company’s prior consent (1) such consent not to permit be unreasonably withheld). Nothing in this Section 6.6 shall require the Company to provide any inspectionaccess, or to disclose any information, information (i) that in the reasonable judgment of the Company or Parent, as applicableCompany, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit if providing such access or disclosing such information would violate Applicable Law (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigationsincluding antitrust and privacy laws), including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged if such information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 is protected by attorney-client privilege to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit extent such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall privilege cannot be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated protected by the Company through exercise of its reasonable efforts or Parent, as applicable(iv) if such information is required to be kept confidential by reason of contracts or agreements with third parties. All such information shall be governed by the terms of the Confidentiality Agreement and the Clean Team Agreement. (b) Prior to the Effective Time, with respect to the information disclosed pursuant to ‎Section 6.6, Parent shall comply with, and shall cause its Subsidiaries and Representatives to comply with, all of its obligations under the Confidentiality Agreement. (c) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, in each case, to the extent permitted by applicable Law, (i) of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) of any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or otherwise affecting such party of any of its Subsidiaries which relate to the transactions contemplated by this Agreement, and (iii) if such party becomes aware of any facts or circumstances that such party believes do, or with the passage of time are reasonably likely to, constitute a material breach of this Agreement by the other party.

Access and Reports. Subject to applicable Law, upon reasonable noticefrom the date hereof throughout the period prior to the Effective Time, (a) the Company shall (and shall cause its Subsidiaries to) (i) upon reasonable prior written notice, afford Parent Parent's officers and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its employees, properties, books, Contracts contracts and records andrecords, during such period, shall (and shall cause its Subsidiaries toii) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested by Parent, and (biii) within twenty (20) days after the end of each month following the date hereof, furnish to Parent shall (and shall cause its Subsidiaries to) afford an unaudited monthly consolidated statements of operations for the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)Subsidiaries; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify or supplement any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used its reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective its Subsidiaries. Notwithstanding anything in this Section 6.7 , or (iii) to disclose any sensitive or personal information that could reasonably be expected to expose the Company to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents risk of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel General Counsel of the Company or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, upon reasonable noticeadvance written notice from Parent to the Shareholder Representative, (a) the Company shall (shall, and shall cause its Subsidiaries the Purchased Companies to) , afford Parent and Parent’s officers and other authorized Representatives (subject to entry into customary access and indemnification letters) reasonable accessaccess to the personnel (including Representatives), properties, Books and Records (including the Books and Records and other data of the Purchased Companies relating to the proposed technology transfer of the [***] manufacturing activities to the [***]) and Contracts and auditors of the Purchased Companies during normal business hours throughout the period prior from the date hereof until the earlier to occur of the Effective TimeClosing and the termination of this Agreement in accordance with Article X, to its employees, properties, books, Contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish the Purchased Companies to make available promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after Representatives all information concerning the date operations, financials, properties, assets (including Company Intellectual Property Rights Books and Records) and personnel (including Representatives) of this Agreement (or which were not previously disclosed the Purchased Companies as Parent may reasonably request, provided that the applicable rules of discovery shall apply to any claim between Parent and the Company by Parent or its Representatives and were not known by the Company, in each case, as with respect to any of the date of transactions contemplated by this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, further that the foregoing shall not require the Company, Parent the other Purchased Companies, or any of their respective Subsidiaries Affiliates (1i) to provide access to any Books and Records to the extent such Books and Records do not pertain to the business of the Purchased Companies (including, for the avoidance of doubt, Books and Records with respect to those items set forth on Schedule 5.1(a)(i)), and the Company shall be entitled to withhold access to or redact any portion of such Books and Records, (ii) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, the applicable Affiliate would result in the disclosure of any Trade Secrets of third parties trade secrets or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure)confidentiality, (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Purchased Companies or any of their respective Subsidiaries. Notwithstanding anything Affiliates that the Company reasonably determines in this Section 6.7 good faith, after consultation with counsel, that access would give rise to a material risk of waiving attorney-client privilege applicable to all or any portion of such information, (iv) to take any action that would cause material disruption to the contrarybusiness of the Purchased Companies or their respective Affiliates, (v) contravene any applicable Law or any confidentiality obligation in any binding Contract, (vi) to provide access to any information to the extent related to the sale or divestiture process conducted by the Company or any of its Affiliates vis-à-vis any Person other than Parent, Merger Sub or any of their respective Affiliates, or the Company’s or any of its Affiliates’ (or their Representatives’) evaluation of the business of the Purchased Companies in connection therewith, including projections, financial and other information related thereto, (vii) to permit any environmental sampling or testing with respect to the Owned Real Property or Leased Real Property or (viii) to disclose any information to the extent relating to the Products listed in Schedule 5.1(a)(viii) if the Company reasonably determines upon the advice of counsel such information should not be disclosed due to its competitively sensitive nature; provided further, that in the case of clauses (iii) and (v), the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit make alternative arrangements (including *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. by using commercially reasonable efforts to seek any necessary consents from third parties) to afford such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company furnish such access and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to information without violating any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege Contract or protection in connection with the foregoingjeopardizing attorney-client privilege. All requests for information made pursuant to this Section 6.7 5.1 shall be directed to the general counsel Chief Business Development and Legal Officer of PaxVax U.S., or such other Person designated by the Company or Shareholder Representative in a written notice given to Parent, as applicable. All and all such information shall be governed by the terms of Section 5.4 and the Confidentiality Agreement. (b) During the five (5) year period immediately following the Closing, subject to applicable Law, upon reasonable notice from the Shareholder Representative to Parent, Parent shall, and shall cause the Surviving Company to, afford the Shareholder Representative and the Shareholder Representative’s officers and other authorized Representatives, during normal business hours, reasonable access to such Books and Records of the Surviving Company with respect to periods or occurrences prior to the Closing in the possession of Parent or its Affiliates at Closing that are reasonably necessary to prepare Tax Returns or financial statements, comply with Tax audits or applicable regulatory requirements, in each case, as the Shareholder Representative may reasonably request solely for purposes of complying with any applicable Tax, financial reporting or such regulatory requirements; provided, however, that the foregoing shall not require Parent or its Affiliates to (i) provide access to any Books and Records to the extent such Books and Records do not pertain to the business of the Purchased Companies (and Parent or its applicable Affiliates shall be entitled to withhold access to or redact any portion of such Books and Records), (ii) disclose any information of the Purchased Companies or any of their respective Affiliates that Parent reasonably determines in good faith, after consultation with counsel (internal or external), that access would give rise to a material risk of waiving attorney-client privilege applicable to such information, (iii) to take any action that would cause material disruption to the business of the Surviving Company or their respective Affiliates, or (iv) contravene any applicable Law or any confidentiality obligation in any binding Contract; provided, further, that in the case of the foregoing clauses (ii) and (iv), Parent shall use commercially reasonable efforts to make alternative arrangements (including by using commercially reasonable efforts to obtain any necessary consents from third parties) to afford such access or furnish such access and information without violating any applicable Law or Contract or jeopardizing attorney-client privilege). The Shareholder Representative shall return any original Books and Records it obtained pursuant to this Section Section 5.1.(b) to Parent or such Affiliate as soon as such Books and Records are no longer needed in connection with the applicable circumstances described in the immediately preceding sentence. Unless otherwise consented to in writing by the Shareholder Representative, Parent shall not, and shall cause the Surviving Company not to, for a period of five (5) years following the Closing, intentionally destroy or otherwise dispose of any of such Books and Records of the Purchased Companies without first offering to provide to the Shareholder Representative, at its expense, such Books and Records or any portion thereof which Parent or the Surviving Company may intend to destroy or dispose of.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers, employees and other authorized Representatives (including financing sources) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts and records records, and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all and Parent’s officers, employees and other authorized Representatives (including financing sources) information concerning its business, properties and personnel as may reasonably be requested requested, including (i) access to conduct, at Parent’s sole cost and expense, ASTM-compliant Phase I environmental site assessments or limited environmental compliance reviews, of any Owned Real Property and, subject to the rights of any landlord, any real property that is the subject of any material Lease Document and (bii) Parent shall (reasonable access to KPMG, the Company’s external auditors, and shall cause its Subsidiaries to) afford their work papers associated with their review of the Interim Financial Statements and Duff & Xxxxxx Corporation and ICF SH&E, the auditors who assisted the Company reasonable accessin their preparation of the February Balance Sheet, during normal business hours throughout the period prior subject to the Effective Time, to such information as may be reasonably Parent signing a customary confidentiality and indemnity letter if requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to such auditors; provided that Parent and its Subsidiaries after Representatives shall conduct any such activities in such a manner as to not interfere unreasonably with the business or operations of the Company and in no event will the foregoing include 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. All requests for information made pursuant to this Section 4.5 shall be directed to the executive officer or other Persons designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement. No investigation pursuant to this Section 4.5 or by Parent or its Representatives at any time prior to or following the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing . (b) This Section 4.5 shall not require the Company or its Subsidiaries to permit any access to or to disclose (i) any information that, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of the Company, is reasonably likely to result in any violation of any Law (including ITAR) or any Contract to which the Company or its Subsidiaries is a party or cause any privilege (including attorney-client privilege) that the Company or its Subsidiaries would be entitled to assert to be undermined with respect to such information or (ii) if the Company or any of its Affiliates, on the one hand, and Parent or any of their respective Subsidiaries (1) to permit its Affiliates, on the other hand, are adverse parties in a litigation, any inspectioninformation that is reasonably pertinent thereto; provided that, or to disclose any information, that in the reasonable judgment case of clause (i) above, the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of the Company or Parent(after consultation with counsel, as applicable, would which may be in-house counsel)) be reasonably likely to result in the disclosure violation of any Trade Secrets of third parties such Law or violate any of its obligations Contract or be reasonably likely to cause such privilege to be undermined with respect to confidentiality such information or (provided that such Party shall have used reasonable best efforts to obtain B) could reasonably (in the consent good faith belief of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform(after consultation with counsel, which may be in-house counsel)) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to be managed through the use of customary “clean teamclean-room” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel non-employee Representatives of Parent or the Company, as applicable, could be provided access to any such information. (c) The information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 4.5 shall be directed to used solely for the general counsel or purpose of the Merger and the other Person designated transactions contemplated hereby (including any financing thereof by the Company or Parent), as applicable. All and such information shall be governed kept confidential and treated by the terms of Parent and Merger Sub in accordance with the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable LawLegal Requirements, upon reasonable noticereceipt of written notice from Buyer of any such activities no less than two (2) Business Days in advance, (a) the Company Seller shall (and shall cause its Subsidiaries to) afford Parent and Parent’s Buyer's authorized Representatives reasonable access, during normal business hours throughout until the period date that is five (5) Business Days prior to the Effective TimeScheduled Closing Date, to its employeesthe Affected Employees, properties, booksbooks and records, Contracts and records Contracts, and, during such period, Seller shall (and shall cause its Subsidiaries to) furnish promptly to Parent Buyer all information concerning its business, properties the Oil and personnel Gas Assets as may reasonably be requested requested; provided however, such access shall not interfere with the ordinary conduct of business or the operation of the Oil and (b) Parent shall (Gas Assets and shall cause its Subsidiaries to) afford the Company reasonable at all times during such access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Xxxxx's authorized Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made accompanied by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent or any at least one Representative of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingSeller. All requests for information made pursuant to this Section 6.7 7.1 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicablesubmitted in accordance with Section 14.4. All such information shall be governed by the terms of the Confidentiality Agreement. No investigation pursuant to this Section 7.1 or by Buyer or its Representatives at any time prior to or following the date hereof shall affect or be deemed to modify any representation or warranty made by Seller herein. (b) From and after the execution of this Agreement until the date that is five (5) Business Days prior to the Scheduled Closing Date, Buyer shall have the right, at its sole cost, risk, liability, and expense, to conduct a Phase I Environmental Site Assessment of the Oil and Gas Assets. During Seller's regular hours of business and after providing Seller with written notice of any such activities no less than two (2) Business Days in advance (which written notice shall include the written permission of the operator (if other than Seller) and any other Third Party whose permission is legally required, which Seller shall reasonably cooperate with Buyer in securing), Buyer and its authorized Representatives shall be permitted to enter upon the Oil and Gas Assets, inspect the same, review all of Seller's files and records (other than those for which Seller has an attorney-client privilege) relating to the Oil and Gas Assets, and generally conduct visual, non-invasive tests, examinations, and investigations; provided however, that such entry shall not interfere with the ordinary conduct of business or operation of the Oil and Gas Assets and at all times during such entry, Buyer's authorized Representatives shall be accompanied by at least one Representative of Seller. No sampling or other invasive inspections of the Oil and Gas Assets may be conducted without Seller's prior written consent, which shall not be unreasonably withheld. All information obtained or reviewed by Buyer shall be maintained confidential by Xxxxx and shall be governed by the terms of the Confidentiality Agreement. (c) This Section 7.1 shall not require Seller to permit any access to, or to disclose (i) any information that, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of Seller, is reasonably likely to result in any violation of any Legal Requirement or any Contract to which Seller is party or cause any privilege (including solicitor-client privilege) that Seller would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in Seller's good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect Seller's position in any pending or, what Seller believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (ii) if Seller, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto; provided, that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of Seller (after consultation with counsel, which may be in-house counsel)) be reasonably likely to result in the violation of any such Legal Requirement or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of Seller (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary "clean-room" arrangements pursuant to which non-employee Representatives of Buyer could be provided access to such information. (d) The information provided pursuant to this Section 7.1 shall be used solely for the purpose of the Transaction, and such information shall be kept confidential by Buyer and Seller in accordance with, and Buyer and Seller shall otherwise abide by and be subject to the terms and conditions of, the Confidentiality Agreement. (e) Buyer shall defend, release, indemnify and hold harmless each Seller Party from and against any and all liabilities that Buyer may assert against Seller, based upon injury to person, including death, or to property, arising in any manner whatsoever from any inspection by Buyer of the Oil and Gas Assets and access by Buyer to the Oil and Gas Assets prior to the Closing Date, whether or not based upon strict liability or caused by the sole or concurrent negligence (whether active or passive) of Seller, unless such injury was occasioned solely by the gross negligence or intentional tort of Seller.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s Representatives officers and other authorized Representatives, including financing sources, reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts and records records, and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all and its Representatives information concerning its business, properties and personnel as may reasonably be requested and (b) including providing Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior with monthly financial reports to the Effective Time, to such information as may be reasonably requested by extent available and prepared in the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to ordinary course); provided that Parent and its Subsidiaries after representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company. All requests for information made pursuant to this Section 6.6 shall be directed to the executive officer or other Persons designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement. No investigation pursuant to this Section 6.6 or by Parent or its Representatives at any time prior to or following the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing . (b) This Section 6.6 shall not require the Company, Parent Company or any of their respective its Subsidiaries (1) to permit any inspectionaccess, or to disclose any informationinformation that, that in the reasonable reasonable, good faith judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations (after consultation with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (iioutside counsel) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent is reasonably likely to result in any violation of any Law or any Contract to which the Company or its Subsidiaries is a party or cause attorney-client privilege that the Company or its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of their respective Subsidiaries. Notwithstanding anything such privilege could in this Section 6.7 the Company’s good faith judgment (after consultation with outside counsel) adversely affect in any material respect the Company’s position in any pending or, what the Company believes in good faith (after consultation with outside counsel) could be, future litigation; provided, that, the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information to the contrary, extent doing so (A) would not (in the good faith belief of the Company and Parent shall use their respective commercially reasonable efforts (after consultation with outside counsel)) be reasonably likely to obtain result in the violation of any consents such Law or Contract or be reasonably likely to cause such attorney-client privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the Company (after consultation with outside counsel)) be managed through the use of customary “clean teamclean-room” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel non-employee Representatives of Parent or the Company, as applicable, could be provided access to any such information. (c) The information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 6.6 shall be directed to used solely for the general counsel or purpose of the Merger and the other Person designated by the Company or Parenttransactions contemplated hereby, as applicable. All and such information shall be governed kept confidential by Parent and Merger Sub in accordance with, and shall otherwise abide by and be subject to the terms of and conditions of, the Confidentiality Agreement.

Access and Reports. Subject to applicable LawLaw and any applicable privileges and protections (including attorney-client privilege, attorney work-product protections and confidentiality protections) and contractual confidentiality obligations, in each case that would not reasonably be expected to be preserved or maintained through counsel-to-counsel disclosure, redaction or other customary procedures (and with respect to any contractual confidentiality obligations, so long as the Company has taken, or has caused its Subsidiaries, as applicable, to take, commercially reasonable efforts to obtain a waiver with respect to such contractual confidentiality obligations), upon reasonable prior written notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other Representatives (including, to the extent requested by Parent, the Debt Financing Sources and consultants) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessincluding, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably extent requested by Parent, the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent Debt Financing Sources and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreementconsultants); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 7.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, ; and provided, provided further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries disclosure or (iiib) to disclose any privileged information of the Company, Parent Company or any of their respective its Subsidiaries. Notwithstanding anything , it being agreed that, in this Section 6.7 each case of clause (a) and (b), the Company shall give notice to Parent of the contrary, fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective commercially reasonable best efforts to obtain any consents of third parties that are necessary cause such information to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action in a manner that would breach any Contract not reasonably be expected to violate such restriction or waive the applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicableprotection. All such information shall be governed by the terms of the Confidentiality AgreementAgreements; provided that (A) Parent shall be permitted to involve, and to disclose such information in connection with seeking, equity co-investors, subject to customary confidentiality undertakings and (B) the disclosure of information to the Debt Financing Sources pursuant to Section 7.14 or otherwise shall not require the prior written consent of the Company pursuant to the Confidentiality Agreements and may be made pursuant to the Debt Commitment Letter or other customary confidentiality undertakings from such Debt Financing Sources in the context of customary syndication practices.

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s Representatives officers and other authorized “Representatives” (as defined in the Confidentiality Agreement) reasonable access, access during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requested; provided that (i) neither such access shall be conducted under the supervision of appropriate personnel of the Company nor Parent shall be required and in such a manner so as not to provide such access if it would unreasonably disrupt its operations and (ii) interfere with the normal operation of the business of the Company; provided, further, that no investigation pursuant to this Section 6.7 6.5 shall affect or be deemed to modify any representation or warranty made by the Company, Company herein or otherwise limit or affect the remedies available to Parent, or Merger Sub herein, and ; provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or disclose any information to require the extent it would cause a loss of privilege to the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of violate applicable Law (it being agreed, with respect to clauses (i) and (ii), that the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent parties shall use their respective commercially reasonable best efforts to obtain any consents of third parties that are necessary cause such information to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action in a manner that would breach any Contract not result in such jeopardy or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingcontravention). All requests for information made pursuant to this Section 6.7 6.5 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information obtained pursuant to this Section 6.5 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employeesEmployees, properties, assets, books, Contracts contracts, Tax Returns and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties properties, finances, operations, assets, litigation matters, environmental compliance, cash-flow reports and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requested; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.8 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, Company herein or Merger Sub herein, the conditions to the obligations of the parties hereto under this Agreement; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company to (1a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, (after consultation with its outside legal counsel) would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries disclosure or (iiib) to disclose any privileged information of the Company, Parent Company or any of their respective its Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 6.8 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable LawLaw and applicable contractual restrictions in effect on the date hereof, upon reasonable notice, (a) the Company shall (and shall cause its the Company Subsidiaries to) afford Parent to the officers and other authorized Representatives of Parent’s Representatives , reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, and the Company Subsidiaries’ officers and its and the Company Subsidiaries’ properties, offices and other facilities and its and the Company Subsidiaries’ books, Contracts contracts, personnel files and records records, and, during such period, the Company shall (and shall cause its the Company Subsidiaries to) furnish promptly to Parent all information concerning its and the Company Subsidiaries’ business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed Representatives from time to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)time; provided that (i) neither any such access shall be coordinated through one of the persons listed on Section 6.6 of the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations Disclosure Schedule and (ii) provided, further, that no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company to (1i) to (A) permit any inspectioninspection that, or to disclose any information, that in the reasonable judgment of the Company, would be materially disruptive to the business or operations of the Company or Parentany of the Company Subsidiaries, as applicableor (B) disclose any information that would, would in the reasonable judgment of the Company, result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality confidentiality, (provided ii) disclose any information that would, in the reasonable judgment of the Company, be prohibited by applicable Law or be reasonably likely to result in the waiver of the protection of attorney-client, work product or other legal privilege or (iii) prior to the Effective Time and except as otherwise required by applicable Law or legal process, provide access to or otherwise make available any information relating to the process conducted by the Company that led to the execution of this Agreement. The Company and Parent shall cooperate in good faith to make appropriate substitute arrangements under circumstances in which the restrictions of the preceding sentence apply. The Confidentiality Agreement shall apply with respect to information furnished by the Company hereunder. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any (i) notice or other communication received by such Party shall have used reasonable best efforts to obtain party from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such third Person is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such party to obtain such inspection consent would reasonably be expected to be material to the Company, the Surviving Corporation or disclosure), Parent and (ii) action, suit, claim, investigation or proceeding commenced or, to permit (such party’s knowledge, threatened against, relating to or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it otherwise affecting such party or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 which relate to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality AgreementTransactions.

Access and Reports. Subject to applicable Law, upon reasonable noticefrom the date hereof to the Effective Time or the earlier termination of this Agreement, (a) the Company shall (and shall cause its Subsidiaries to) (i) upon reasonable prior written notice, afford Parent and Parent’s officers, financing sources and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its employees, properties, books, Contracts contracts and records and(it being agreed, during such periodhowever, that the foregoing shall not permit Parent or its Affiliates or their respective Representatives to conduct any environmental testing or sampling), (and shall cause its Subsidiaries toii) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested by Parent and (biii) furnish promptly to Parent shall (and shall cause its Subsidiaries to) afford any unaudited monthly consolidated statements of operations for the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (prepared and provided to management or which were not previously disclosed to the Company by Parent Board, or its Representatives and were not known by the Companysuch committee thereof; provided, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify or supplement any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel counsel, of the Company or other Person persons designated by the general counsel, of the Company. Notwithstanding the foregoing, any such investigation or consultation shall not be conducted in such a manner as to interfere unreasonably with the business or operations of the Company or Parentits Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where, as applicable. All in the reasonable good faith judgment of the Company, such access or disclosure is reasonably likely to (i) jeopardize any work product or attorney-client privilege or contravene any Law or (ii) breach any Contract to which the Company or its Subsidiaries is a party or by which they are bound; provided, that, with respect to the foregoing clause (ii), the Company shall use commercially reasonable efforts to seek to obtain any third party’s consent to the disclosure of such information shall be governed by and implement appropriate procedures to enable the terms disclosure of the Confidentiality Agreementsuch information.

Access and Reports. Subject to applicable Law, upon reasonable advance notice, (a) the Company shall (Seller shall, and shall cause its Subsidiaries each Target Company, General Partner Entity and Sponsored Fund to) , afford Parent the Buyer’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours throughout from the period prior Execution Date to the Effective Timeearlier of the Closing Date and the termination of this Agreement in accordance with Article VII (Termination), to its employees, officers, service providers, properties, books, Contracts contracts and records of such Target Company, General Partner Entity or Sponsored Fund, as applicable, and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent the Buyer all information in the possession of Seller concerning its business, properties and personnel as the Buyer may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)request; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the Seller, such Target Company, Parent such General Partner Entity or any of their respective Subsidiaries such Sponsored Fund (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company Seller, such Target Company, such General Partner Entity or Parentsuch Sponsored Fund, as applicable, would result in the unauthorized disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party if any Law applicable to such inspection Target Company, General Partner Entity or disclosure)Sponsored Fund requires such Target Company, General Partner Entity or Sponsored Fund to restrict or prohibit access to such information) or (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information or waive other privileges or protections of the such Target Company, Parent General Partner Entity or Sponsored Fund under applicable Law that would violate the terms of any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 non-disclosure agreement with a third party; provided, that, if the Seller, any Target Company, General Partner Entity or Sponsored Fund does not provide or cause to be provided access or information based on clauses (i) and (ii) above, then the Seller, such Target Company, such General Partner Entity or such Sponsored Fund shall (x) promptly provide written notice to the contraryBuyer stating it is withholding information in reliance thereon; (y) take reasonable actions or implement arrangements (which could include, depending on the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents reasonableness thereof in the circumstances, entering into confidentiality agreements or joint defense agreements, obtaining the consent of third parties that are necessary parties, redacting parts of documents, preparing “clean” summaries of information or limiting the availability of information to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of a “clean team” arrangements (on terms reasonably acceptable or to outside legal counsel) in order to make information available to the Company Buyer or to Buyer’s Representatives to the extent reasonably possible; and Parent(z) use reasonable best efforts to provide such information in a manner that does not jeopardize such privilege, protection or applicable exceptions to disclosure; and provided, further, that the Buyer and its Representatives shall conduct any such activities (A) at their sole expense and (B) in such a manner as applicable) pursuant not to which outside counsel interfere unreasonably with the normal business or operations of Parent or the such Target Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees General Partner Entity or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingSponsored Fund. All requests for information made received pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information 4.5 (Access and Reports) shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject Except with respect to matters relating to Taxes (which shall be governed by Article VII), the Parties agree as follows. (a) After the date of this Agreement until the Closing Date (or the termination of this Agreement in accordance with its terms), Sellers shall afford to representatives of Purchaser and its lenders or other financing sources reasonable access to the employees, properties, facilities, contracts and books and records of Sellers and the Transferred Group during normal business hours in a manner that does not contravene any applicable Law, upon reasonable notice; provided, however, that (i) none of Sellers or any member of the Transferred Group shall be required to violate any obligation of confidentiality to which a Seller, the Transferred Group or any of their respective Affiliates may be subject as of the date hereof in discharging their obligations pursuant to this Section 5.1(a) (it being understood that the Parties shall use commercially reasonable efforts to implement substitute arrangements in such circumstances); (ii) Sellers shall make available, or cause the Transferred Group to make available, Business Employee personnel files only after the Closing Date; and (iii) prior to the Closing Date, Purchaser shall not conduct any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on the Owned Real Property or the Leased Real Property. (b) Purchaser agrees that any permitted investigation undertaken by Purchaser pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Group. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Group shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Persons or contravene any applicable Law (it being understood that the Parties shall use commercially reasonable efforts (which efforts shall not require waiver of attorney-client privilege) to implement substitute arrangements in such circumstances). (c) From the date of this Agreement until the Closing Date (or the termination of this Agreement in accordance with its terms), Sellers will furnish to Purchaser promptly after becoming available, monthly financial statements including an unaudited balance sheet (the “Monthly Balance Sheet“), income statement and statement of cash flows for each month through the month immediately preceding the month in which the Closing Date occurs, each as it may prepare for the internal use by the management of the Business consistent with the past accounting practices and policies of the Business, with respect to the Business. (d) At and after the Closing, Purchaser shall, and shall cause its Subsidiaries (including the Transferred Group) to, afford to Sellers and their respective representatives, during normal business hours, in a manner that does not contravene any applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior access to the Effective Time, to its employees, properties, books, Contracts and records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its businessrecords, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford employees of the Company reasonable access, during normal business hours throughout the period prior Transferred Group to the Effective Time, to extent that such information as access may be reasonably requested by the Company for a bona fide business purpose Sellers, including in connection with material eventsfinancial statements, circumstancesproceedings before the Independent Accounting Firm, occurrences or developments with respect taxes and regulatory obligations. At and after the Closing, Sellers shall, and shall cause their respective Subsidiaries to, afford to Parent Purchaser and its Subsidiaries after the date of this Agreement (or which were representatives, during normal business hours, in a manner that does not previously disclosed contravene any applicable Law, upon reasonable notice, access to the Company by Parent or its Representatives books, records, properties and were not known by the Company, in each case, as employees of the date of Sellers to the extent that such access may be reasonably requested by Purchaser, including in connection with financial statements, proceedings before the Independent Accounting Firm, taxes and regulatory obligations. Notwithstanding anything to the contrary in this Agreement); provided that (i) , neither Purchaser, Seller nor any member of the Company nor Parent Transferred Group or Seller Group shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by disclose information where, upon the Companyadvice of counsel, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make disclosure would jeopardize the attorney-client privilege of such disclosure and Person or contravene any applicable Law. Nothing in this Agreement shall otherwise use commercially reasonable efforts to permit such access limit Sellers’ or disclosure, including pursuant to the use Purchaser’s rights of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or discovery under applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality AgreementLaw.

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other authorized Representatives reasonable access, access during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent requested; provided, that such access shall (and shall cause its Subsidiaries to) afford be conducted under the supervision of appropriate personnel of the Company reasonable access, during and in such a manner so as not to interfere with the normal operation of the business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company; provided, in each casefurther, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Company herein or otherwise limit or affect the remedies available to Parent, or Merger Sub herein, and ; provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used commercially reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or disclose any information to require the extent it would cause a loss of privilege to the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of violate applicable Law (it being agreed, with respect to clauses (i) and (ii), that the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent parties shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary cause such information to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action in a manner that would breach any Contract not result in such jeopardy or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingcontravention). All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information obtained pursuant to this Section 6.6 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable noticeprior to the Effective Time, (a) the Company shall (and shall cause its Subsidiaries to) (i) upon reasonable prior written notice, afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout hours, and in a manner as shall not unreasonably interfere with the period prior to business or operations of the Effective TimeCompany or any Subsidiary thereof, to its employees, Representatives, properties, books, Contracts contracts and records andrecords, during such period, shall (and shall cause its Subsidiaries toii) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested by Parent and (biii) furnish promptly to Parent shall (and shall cause its Subsidiaries to) afford any unaudited monthly consolidated statements of operations for the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (prepared and provided to management or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as ’s Board of the date of this Agreement)Directors; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify or supplement any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of . Neither the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or nor any of its Subsidiaries shall be required to provide access to or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit where such access or make disclosure would jeopardize any attorney-client privilege or contravene any Law; and in any such disclosure and shall otherwise event, the parties hereto will use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any make appropriate substitute disclosure arrangements. All such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information 6.6 shall be governed by the terms of the Confidentiality Agreement. Such rights of access explicitly exclude any Phase II environmental investigations or any other intrusive or invasive sampling, including subsurface testing of soil, surfacewater or groundwater at any Leased Real Property. The Company acknowledges and agrees that the good faith conduct of a due diligence review customary for an acquisition similar to the Merger shall be deemed not to unreasonably interfere with the business or operations of the Company and its Subsidiaries.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (each of Oncor Holdings and Oncor shall, and each shall cause its respective Subsidiaries to) , afford the officers and other representatives of Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeInterim Period, to its employeesexecutive officers, properties, books, Contracts contracts and records and, during such period, shall (each of Oncor Holdings and Oncor shall, and each shall cause its Subsidiaries to) , furnish promptly to Parent all information in its control concerning its business, properties properties, facilities, operations and personnel as may Parent reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Companyrequests, in each case, as of case solely to the date of this Agreement)extent reasonably necessary to effect the Purchase Transaction; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6 shall (a) unreasonably interfere with the ongoing operations of any Oncor Entity or (b) affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub an Oncor Entity herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Oncor Entity to (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, such Oncor Entity would result in the disclosure of any Trade Secrets trade secrets or other confidential information of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality (provided that if such Party Oncor Entity shall have used reasonable best efforts to obtain furnish such information in a manner that does not result in any such disclosure or violation, including obtaining the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the CompanyOncor Entities if such Oncor Entity shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege (including, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 if applicable, by sharing privileged information as requested pursuant to a common interest agreement with respect to the contraryApplications to be mutually agreed and executed between the applicable parties), the Company and Parent shall use their respective commercially reasonable efforts to obtain (iii) permit any consents of third parties that are necessary to permit such access invasive environmental investigation or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosuresampling, including pursuant a Phase II environmental assessment or (iv) require disclosure of information that it reasonably determines is competitively sensitive information, including detailed information with respect to the use of “clean team” arrangements (on terms reasonably acceptable transmission development projects, or relates to the Company facilities and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoinginfrastructure security procedures. All requests for information made pursuant to this Section 6.7 6 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. individuals set forth in Exhibit C. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, during the Interim Period upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior and in a manner that minimizes disruption to the Effective Timebusiness operations of the Company and its Subsidiaries, to its employeesEmployees, properties, assets, books, Contracts Contracts, Tax Returns and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties properties, finances, operations, assets, litigation matters, environmental compliance, cash-flow reports and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested; provided, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, Company herein or Merger Sub herein, the conditions to the obligations of the parties hereto under this Agreement; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company to (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, (after consultation with its outside legal counsel) would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its contractual or legal obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), or (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective its Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement. (b) From and after the Closing for a period of five (5) years, Parent shall cause the Surviving Corporation and its Subsidiaries to, upon reasonable notice, afford the Holder Representative (but not, for the avoidance of doubt, any individual Holders) or its Representatives with reasonable access (for the purpose of examining and copying), during normal business hours and in a manner that minimizes disruption to the business operations of Parent and its Subsidiaries (including the Surviving Corporation), to the books and records of the Company, its Subsidiaries, and any successor entities, with respect to periods prior to the Closing Date, solely for purposes of (i) responding to the request or at the direction of a Governmental Entity or (ii) the preparation of Tax Returns or other documents relating to Tax matters; provided, however, that the Holder Representative will agree in advance to a customary confidentiality agreement with respect to such information; provided, further, that the foregoing shall not require the Surviving Corporation or any of its Subsidiaries to (i) permit any inspection, or to disclose any information, that in their reasonable judgment (after consultation with its outside legal counsel) would result in the disclosure of any trade secrets of third parties or violate any contractual or legal obligations with respect to confidentiality if they shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, or (ii) disclose any privileged information of the Surviving Corporation or any of its Subsidiaries. Unless otherwise consented to in writing by the Holder Representative, Parent shall not permit the Surviving Corporation, any of its Subsidiaries, or any successor entity thereof, for a period of seven (7) years following the Closing Date, to destroy or otherwise dispose of any books and records of such entities, or any portions thereof, relating to periods prior to the Closing Date without first giving reasonable prior written notice to the Holder Representative.

Access and Reports. (a) Subject to applicable Law, upon reasonable noticeadvance notice to the Company and without any prejudice to Parent’s ordinary course access and information rights existing as of the date of this Agreement, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other Representatives reasonable access, during normal business hours throughout the period prior to commencing from the date of this Agreement and until the Effective Time, to its employees, properties, books, Contracts and records records, and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may be reasonably requested for any reasonable business purpose (including for purposes of consummating the transactions contemplated hereby, including the Merger, and including any information reasonably requested by Parent concerning the Company’s fees and expenses incurred, or expected to be requested and incurred, in connection with the transactions contemplated hereby (b) Parent including the Merger)); provided, however, that any such access shall (and shall cause its Subsidiaries to) afford the Company reasonable accessbe conducted at Parent’s expense, during normal business hours throughout of the period prior Company, to the Effective Time, to such information as may be reasonably requested extent required by the Company, under the supervision of appropriate personnel of the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its Subsidiaries. All requests for information made pursuant to this Section 7.6 shall be directed to the executive officer or other Persons designated by the Company. No investigation pursuant to this Section 7.6 or by Parent or its Representatives at any time prior to or following the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein. (b) This Section 7.6 shall not require the Company or its Subsidiaries to permit any access, or to disclose any information that, in the reasonable, good faith judgment (after consultation with counsel) of the Company, Parentis likely to result in any violation of any Law, cause any privilege (including attorney-client privilege) that the Company or its Subsidiaries would be entitled to assert to be undermined with respect to such information, result in a breach of an agreement to which the Company or any of its Subsidiaries is a party as of the date hereof (or to which the Company or any of its Subsidiaries becomes a party after the date hereof in the ordinary course of business and which are not related to any Acquisition Proposal) or result in the disclosure of Trade Secrets or competitively sensitive information to third parties (other than Parent and its Representatives); provided, that, the parties hereto shall cooperate in seeking to make appropriate substitute arrangements to permit reasonable disclosure of such information to the extent doing so (i) would not (in the good faith belief of the Company (after consultation with counsel)) be likely to result in the violation of any such Law, be likely to cause such privilege to be undermined with respect to such information or be likely to result in such breach or disclosure, or Merger Sub herein, and (ii) could reasonably (in the good faith belief of the Company (after consultation with counsel)) be managed through the use of customary “clean-room” arrangements; provided, further, that the foregoing shall Company will not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or be required to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information materials of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent Board or the Company, as applicable, could be provided access Special Committee that relate to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent consideration of the other Party; transactions contemplated hereby. (c) The information provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information 7.6 shall be governed by the terms and conditions of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, (a) the Company shall (shall, and shall cause its Subsidiaries to) , afford Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, bookscontracts, Contracts books and records and, during such period, shall (the Company shall, and shall cause its Subsidiaries to) , furnish promptly to Parent all readily available information concerning its business, properties and personnel as Parent may reasonably be requested and (b) Parent shall (and shall cause request; provided, however, that none of the Company or any of its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide permit any inspection or other access, or to disclose any information, that in its reasonable judgment would: (a) violate any of its obligations with respect to confidentiality (provided that the Company shall use its commercially reasonable efforts to obtain a waiver of any confidentiality obligation); (d) jeopardize protections afforded it under the attorney-client privilege or the attorney work product doctrine (provided that the Company shall take any commercially reasonable action to allow such access if it would unreasonably disrupt to be granted in whole or in part without jeopardizing such protections); (e) violate any Law; or (f) materially interfere with the conduct of its operations and (ii) no investigation business. All requests for information made pursuant to this Section 6.7 7.6 shall be directed to the executive officer or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement and shall not affect or be deemed to modify any representation or warranty made by the CompanyCompany in this Agreement. The Company shall furnish promptly to Parent a copy of each report, Parentschedule, or Merger Sub herein, registration statement and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated document filed by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit during such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including period pursuant to the use requirements of “clean team” arrangements (on terms reasonably acceptable federal or state securities Legal Requirements to the Company and Parentextent that such report, as applicable) pursuant to which outside counsel of Parent or the Companyschedule, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees registration statement or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreementdocument is not publicly available on XXXXX.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent to the officers and other authorized Representatives of Parent’s Representatives , reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts, personnel files and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested; provided, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation or provision of information pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the CompanyCompany herein; provided, Parentfurther, that notwithstanding the investigation or Merger Sub hereinprovision of information by any party, no party shall be deemed to make any representation or warranty except as expressly set forth in this Agreement; and provided, further, that in no event shall Parent be permitted to conduct any sampling of soil, sediment, groundwater, surface water, air or building materials at any real property owned or leased by the foregoing shall not require the Company, Parent Company or any of their respective its Subsidiaries (1) prior to permit the Effective Time without the prior written consent of the Company. Nothing in this Section 6.6 shall require the Company to provide any inspectionaccess, or to disclose any information, that in the reasonable judgment of the Company information (i) if providing such access or Parent, as applicable, disclosing such information would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality applicable Law (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), including antitrust and privacy Laws) (ii) if such information is protected by attorney-client privilege to permit (or to require the extent such privilege cannot be protected by the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any through exercise of its Subsidiaries reasonable efforts or (iii) if such information is required to disclose any privileged information be kept confidential by reason of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 Contracts with third parties entered into prior to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicabledate hereof. All such information shall be governed by the terms of the Confidentiality Agreement. (b) Prior to the Effective Time, with respect to the information disclosed pursuant to this Section 6.6, Parent shall comply and shall use its reasonable best efforts to cause its Representatives to comply with all of its obligations under the Confidentiality Agreement. In any event, Parent shall be responsible for any breach thereof by its Representatives. (c) The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, (i) of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) of any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or otherwise affecting such party of any of its Subsidiaries which relate to the transactions contemplated by this Agreement, and (iii) if such party becomes aware of any facts or circumstances that such party believes do, or with the passage of time are reasonably likely to, constitute a material breach of this Agreement by the other party.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s Merger Sub and their officers and other authorized Representatives reasonable access, during normal business hours and upon reasonable advance notice throughout the period prior to the Company Merger Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish as promptly as reasonably practicable to Parent and Merger Sub all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent all such investigations shall be required to provide such access if it would unreasonably disrupt its operations reasonable in scope, and (ii) provided, further, that no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent Company or any of their respective its Subsidiaries (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (A) unreasonably disrupt the operations of the Company or Parent, as applicable, would any of its Subsidiaries or (B) result in the disclosure of any Trade Secrets trade secrets of third parties or violate any obligations of the Company or any of its obligations Subsidiaries with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require disclose any information the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigationsdisclosure of which would violate applicable Law, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 that is subject to the contrary, terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (if the Company and Parent shall use their respective has used commercially reasonable efforts to obtain permission or consent of such third party to such disclosure) or (iv) to disclose any consents information subject to any attorney-client, attorney work product or other legal privilege or would cause a risk of third parties that are necessary to permit such access loss of privilege of the Company or make such disclosure and any of its Subsidiaries (provided that, in each case, the Company shall otherwise use commercially reasonable efforts to permit develop an alternative to providing such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms information reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing). All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent to the officers and other authorized Representatives of Parent’s Representatives , potential sources of capital and any rating agencies and prospective lenders and investors reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts, personnel files and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requested; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicableCompany, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require disclose any information of the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries that would, in the reasonable judgment of the Company, waive the protection of attorney-client privilege if the Company shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege, or (iii) to disclose any privileged sensitive or personal information that would expose the Company to the risk of liability. Without limiting the Company, Parent or any generality of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to 6.6, from the contrarydate of this Agreement until the Effective Time (or the termination of this Agreement in accordance with its terms), the Company will furnish to Parent promptly after becoming available, monthly financial statements including an unaudited balance sheet, income statement and Parent shall use their respective commercially reasonable efforts to obtain statement of cash flows for each month through the Closing Date as well as any consents update of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to its outlook for the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent quarter or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent balance of the other Party; provided that neither the Company nor Parent, fiscal year as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests it may prepare for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicablemanagement’s internal use. All such information shall be governed by the terms of the Confidentiality Agreement; provided, that notwithstanding the terms of the Confidentiality Agreement, Parent may provide such information to potential sources of capital and to rating agencies and prospective lenders and investors during syndication of the Available Financing subject to the execution of customary confidentiality agreements with such Persons regarding such information, with the Company being named as an express third party beneficiary with rights of enforcement under such confidentiality agreements. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) of any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or otherwise affecting such party of any of its Subsidiaries which relate to the transactions contemplated by this Agreement, and (iii) if such party becomes aware of any facts or circumstances that such party believes do, or with the passage of time are reasonably likely to, constitute a material breach of this Agreement by the other party.

Access and Reports. (a) Subject to applicable Law, from and after the date of this Agreement to the Effective Time, upon reasonable notice, (a) the Company shall (shall, and shall cause each of its Subsidiaries to, (i) afford Parent to Parent, Merger Sub and Parent’s Representatives each of their Representatives, reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, Contracts contracts and records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) furnish or cause to be furnished such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent Merger Sub or their Representatives may reasonably request; provided that no investigation pursuant to this Section 6.7 5.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent Company or any of their respective its Subsidiaries (1x) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party so long as the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), disclosure or (iiy) to permit (or to require disclose any information of the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries that would reasonably be expected to waive the protection of attorney-client privilege if the Company shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) of any Actions commenced or, to such party’s knowledge, threatened against, relating to or otherwise affecting such party or any of its Affiliates in connection with, arising from or relating to this Agreement or the transactions contemplated by this Agreement (“Transaction Litigation”) or (iii) if such party becomes aware of any facts or circumstances that such party believes do, or with the passage of time are reasonably likely to, constitute a breach of this Agreement by the other party or the occurrence or non-occurrence, of any event that, individually or in the aggregate, would reasonably be expected to disclose cause any privileged information condition to the obligations of any party hereto to effect the Company, Parent Merger or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Partytransactions contemplated by this Agreement not to be satisfied; provided that neither the Company nor Parent, as applicable, shall be required to incur delivery of any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made notice pursuant to this Section 6.7 5.6(b) shall be directed not cure any breach of any representation, warranty or covenant in this Agreement or otherwise limit or affect the remedies available hereunder to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreementany party hereto.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (Seller shall, and shall cause its Subsidiaries to) , afford Parent Buyer’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeClosing, to its employees, properties, booksthe Business Employees, Contracts and the properties, books and records Related to the Business and, during such period, shall (Seller shall, and shall cause its Subsidiaries to) , furnish promptly to Parent Buyer all information concerning its business, properties and personnel Related to the Business as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested; provided, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 5.3 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Seller herein, and provided, further, that the . The foregoing shall not require the Company, Parent or any of their respective Subsidiaries Seller (1a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, Seller would result in (i) the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (the violation of or to require the Company to perform) creation of any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on liability under any of the properties owned, leased or operated Law by it Seller or any of its Subsidiaries or (iiib) to disclose any privileged information of the Company, Parent Seller or any of their respective its Subsidiaries. Notwithstanding anything ; provided, however, that in this Section 6.7 to accordance with such trade secret or Law and in a manner that does not result in the contrarywaiver of any such privilege, the Company Seller and Parent its Subsidiaries shall use their respective commercially reasonable efforts to obtain make reasonable and appropriate substitute disclosure arrangements under circumstances in which these restrictions apply. Nothing in this Section 5.3 shall limit, expand or otherwise modify in any consents of third parties that are necessary respect any rights any Person may have with respect to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent discovery or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees production of documents or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection information in connection with any litigation and, for the foregoingavoidance of doubt, none of the provisions of this Section 5.3 shall require Seller or its Subsidiaries to give to Buyer any information that would reasonably be expected to be relevant to any then existing actual or potential Action between the Parties. All requests for information made pursuant to this Section 6.7 5.3 shall be directed to the general counsel Jxxxx Xxxxxxxx ([***]) and Axxxxx Xxxxx ([***]) or any other Person designated in writing to Buyer by the Company or Parent, as applicableSeller. All such information received or accessed by Buyer pursuant to this Section 5.3 shall be governed by the terms of the Confidentiality AgreementAgreement prior to the Closing.

Access and Reports. (a) Subject to applicable Law, from and after the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, (a) the Company shall (shall, and shall cause its Subsidiaries to, (i) afford Parent to Parent, Merger Sub and each of their Representatives (including, to the extent requested by Parent’s Representatives , the Lenders) reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, Contracts and records and, during such period, shall and (and shall cause its Subsidiaries toii) furnish promptly or cause to Parent all be furnished such information concerning its the business, properties properties, Contracts, assets, liabilities, personnel and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford other aspects of the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after as Parent, Merger Sub or their Representatives (including, to the date of extent requested by Parent, the Lenders) may reasonably request; provided, that (w) any information concerning Acquisition Proposals, Inquiries or transactions competing with or alternative to the transactions contemplated by this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations governed by Section 5.2 and not this Section 5.6, (iix) no investigation pursuant to this Section 6.7 5.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing (y) neither this Section 5.6(a) nor any other provisions of this Agreement shall not require the Company, Parent Company or any of their respective its Subsidiaries (1) to permit access to (A) any inspection, inspection or to disclose any information, information that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain are in effect as of the consent of such third party to such inspection or disclosure)date hereof, (iiB) any information that is subject to permit attorney-client privilege or other privilege or trade secret protection or the work product doctrine or (or to require C) information that in the reasonable opinion of the Company would result in a material breach of a Contract to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of which the properties owned, leased or operated by it Company or any of its Subsidiaries or (iii) to disclose any privileged information are bound as of the Companydate hereof, Parent and (z) any such investigation shall be conducted in such a manner as not to unreasonably interfere with the normal business or operations of the Company or its Subsidiaries or otherwise result in any unreasonable burden with respect to the prompt and timely discharge by employees of the Company or its Subsidiaries of their normal duties; provided, that the Company shall use its reasonable best efforts to allow for any access or disclosure in a manner that does not result in the effects set out in clauses (A)-(C), including by making appropriate substitute arrangements. (b) Each of Parent and Merger Sub shall, and shall cause their respective Subsidiaries. Notwithstanding anything Representatives and Affiliates to, hold and treat in this Section 6.7 to the contrary, confidence all documents and information concerning the Company and its Subsidiaries furnished to Parent shall use or Merger Sub or their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access Representatives, Lenders or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection Affiliates in connection with the foregoing. All requests for information made pursuant to transactions contemplated by this Section 6.7 shall be directed to the general counsel or other Person designated by Agreement in accordance with that certain letter agreement, dated May 1, 2017, between Silver Lake Management Company IV, L.L.C. and the Company or Parent, (the “Confidentiality Agreement”) as applicable. All if all such documents and information shall be governed by the terms of were Evaluation Material (as defined in the Confidentiality Agreement), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms and shall apply to Parent and Merger Sub as if they were parties thereto.

Access and Reports. (a) . Subject to applicable Law, upon reasonable notice, (a) the Company shall (each of Oncor Holdings and Oncor shall, and each shall cause its respective Subsidiaries to) , afford the officers and other Representatives of Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeInterim Period, to its employeesexecutive officers, properties, books, Contracts contracts and records and, during such period, shall (each of Oncor Holdings and Oncor shall, and each shall cause its Subsidiaries to) , furnish promptly to Parent all information in its control concerning its business, properties properties, facilities, operations and personnel as may Parent reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Companyrequests, in each case, as of case solely to the date of this Agreement)extent reasonably necessary to effect the Purchase Transaction; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6 shall (a) unreasonably interfere with the ongoing operations of any Oncor Entity or (b) affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub an Oncor Entity herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Oncor Entity to (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, such Oncor Entity would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality (provided that if such Party Oncor Entity shall have used reasonable best efforts to obtain furnish such information in a manner that does not result in any such disclosure or violation, including obtaining the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the CompanyOncor Entities if such Oncor Entity shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege (including, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 if applicable, by sharing privileged information as requested pursuant to a common interest agreement with respect to the contraryApplications to be mutually agreed and executed between the applicable parties), the Company and Parent shall use their respective commercially reasonable efforts to obtain (iii) permit any consents of third parties that are necessary to permit such access invasive environmental investigation or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosuresampling, including pursuant a Phase II environmental assessment or (iv) require disclosure of information that it reasonably determines is competitively sensitive information, including detailed information with respect to the use of “clean team” arrangements (on terms reasonably acceptable transmission development projects, or relates to the Company facilities and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoinginfrastructure security procedures. All requests for information made pursuant to this Section 6.7 6 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. individuals set forth in Exhibit C. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts, Tax Returns and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requested; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, ; provided further that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or ParentCompany’s good faith opinion, as applicableafter consultation with legal counsel, would (i) result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), disclosure or (ii) violate the competition laws or (b) to permit (or to require disclose any information of the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries that in the Company’s good faith determination, after consultation with legal counsel, is deemed to be privileged. Notwithstanding the foregoing, any such investigation or (iii) consultation shall be conducted in such a manner as not to disclose any privileged information interfere unreasonably with the business or operations of the Company, Parent Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingnormal duties. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel individual or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable noticenotice from the Buyer to any Seller, (a) the Company shall (such Seller shall, and shall cause its Subsidiaries the Purchased Companies to) , afford Parent Buyer’s officers and Parent’s Representatives other authorized representatives reasonable accessaccess to the senior management personnel, facilities, properties, Books and Records and Contracts of the Purchased Companies during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts and records Closing Date and, during such period, each Seller shall (and shall cause its Subsidiaries to) furnish the Purchased Companies to make available promptly to Parent Buyer all information concerning its businessthe operations, properties and personnel of the Purchased Companies as Buyer may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequest, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent any Seller or any of their respective Subsidiaries its Affiliates (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of such Seller or the Company or Parent, as applicable, applicable Affiliate would result in the disclosure of any Trade Secrets of third parties trade secrets or violate any of its obligations with respect to confidentiality existing on the date hereof or incurred after the date hereof in the ordinary course of business (provided that that, if requested by Buyer, such Party Seller or its Affiliate shall have used use commercially reasonable best efforts to obtain the consent of seek a waiver from any such third party to such inspection or disclosureconfidentiality obligations), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent any Seller or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contraryits Affiliates, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary (iii) to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosureany environmental sampling, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees testing or other Representatives intrusive investigations of Parent any soil, sediment, indoor or the Companyoutdoor air, as applicablebuilding materials or surfaces, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required groundwater or surface water at any Owned Real Property or Leased Real Property or (iv) to incur any liability, take any action that would breach any Contract reasonably be expected to cause material disruption to the business of such Seller or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingits Affiliates. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parentapplicable Seller in a notice given to the Buyer, as applicable. All and all such information shall be governed by the terms of Section 5.4 and the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (each of Oncor Holdings and Oncor shall, and each shall cause its respective Subsidiaries to) , afford the officers and other Representatives of Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeInterim Period, to its employeesexecutive officers, properties, books, Contracts contracts and records and, during such period, shall (each of Oncor Holdings and Oncor shall, and each shall cause its Subsidiaries to) , furnish promptly to Parent all information in its control concerning its business, properties properties, facilities, operations and personnel as may Parent reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Companyrequests, in each case, as of case solely to the date of this Agreement)extent reasonably necessary to effect the Purchase Transaction; provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6 shall (a) unreasonably interfere with the ongoing operations of any Oncor Entity or (b) affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub an Oncor Entity herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Oncor Entity to (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, such Oncor Entity would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its or any of its Subsidiaries’ obligations with respect to confidentiality (provided that if such Party Oncor Entity shall have used reasonable best efforts to obtain furnish such information in a manner that does not result in any such disclosure or violation, including obtaining the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the CompanyOncor Entities if such Oncor Entity shall have used reasonable best efforts to furnish such information in a manner that does not result in the loss of such privilege (including, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 if applicable, by sharing privileged information as requested pursuant to a common interest agreement with respect to the contraryApplications to be mutually agreed and executed between the applicable parties), the Company and Parent shall use their respective commercially reasonable efforts to obtain (iii) permit any consents of third parties that are necessary to permit such access invasive environmental investigation or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosuresampling, including pursuant a Phase II environmental assessment or (iv) require disclosure of information that it reasonably determines is competitively sensitive information, including detailed information with respect to the use of “clean team” arrangements (on terms reasonably acceptable transmission development projects, or relates to the Company facilities and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoinginfrastructure security procedures. All requests for information made pursuant to this Section 6.7 6 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. individuals set forth in Exhibit C. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s Representatives officers and other “your Representatives” (as defined in the Confidentiality Agreement) reasonable access, access during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement)requested; provided that (i) neither such access shall be conducted under the supervision of appropriate personnel of the Company nor Parent shall be required and in such a manner so as not to provide such access if it would unreasonably disrupt its operations and (ii) interfere with the normal operation of the business of the Company; provided, further, that no investigation pursuant to this Section 6.7 6.4 shall affect or be deemed to modify any representation or warranty made by the Company, Company herein or otherwise limit or affect the remedies available to Parent, or Merger Sub herein, and ; provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or disclose any information to require the extent it would cause a loss of privilege to the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of violate applicable Law (it being agreed, with respect to clauses (i) and (ii), that the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent parties shall use their respective commercially reasonable best efforts to obtain any consents of third parties that are necessary cause such information to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action in a manner that would breach any Contract not result in such jeopardy or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoingcontravention). All requests for information made pursuant to this Section 6.7 6.4 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information obtained pursuant to this Section 6.4 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford including for purposes of determining whether the Company reasonable access, during normal business hours throughout or any Subsidiary has undergone any ownership change under the period Section 382 of the Code prior to the Effective Time, to such information as may be reasonably requested by Time or determining the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent applicability of Sections 280G and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as 4999 of the date of this AgreementCode); , provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.4 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective its Subsidiaries. Notwithstanding anything in As soon as reasonably practicable after the date of this Section 6.7 to the contraryAgreement, the Company and shall deliver to Parent shall use their respective commercially reasonable efforts copies of calculations with respect to obtain any consents Section 280G of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access Code with respect to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection disqualified individuals in connection with the foregoingtransactions contemplated by this Agreement. At the request of Parent and subject to applicable Law, the Company shall use its reasonable best efforts to arrange prompt access for Parent’s officers and authorized Representatives to the counterparties to the Material Contracts listed in Section 6.4 of the Company Disclosure Letter. All requests for information made pursuant to this Section 6.7 6.4 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable LawLaws, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records including tax returns and the work papers of the Company’s independent auditors and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, ; and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), disclosure or (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective its Subsidiaries. Notwithstanding anything in the foregoing, for purposes of this Section 6.7 to the contrary6.6, the Company Parent’s officers and Parent other authorized Representatives shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All direct all requests for information made or access to the employees, properties, books, contracts and records including tax returns and work papers of the Company’s independent auditors, inquiries and investigation pursuant to this Section 6.7 shall be directed 6.6 to the general counsel General Counsel of the Company or other Person Persons designated by the Company only who shall upon prior written notice schedule and coordinate such request, inquiries and investigation, and neither Parent’s officers nor any of Parent’s Representatives shall (A) knowingly have any discussions with any of the vendors, landlords/sublandlords, tenants/subtenants, licensees or Parentcustomers of the Company or any of its Subsidiaries with respect to such parties’ relationship with the Company or any of its Subsidiaries or the transactions contemplated hereby, as applicableunless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed or (B) perform any onsite investigation (including any onsite environmental investigation or study) without the Company’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall be entitled to have its Representatives present at all times during any such inspection. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable accessrequested, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub Company herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries Company (1i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, (A) would result in the disclosure of any Trade Secrets trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), disclosure or (B) would violate any applicable Law; or (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent Company or any of their respective its Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the general counsel executive officer or other Person designated by the Company or Parent, as applicableCompany. All such information shall be governed by the terms of the Confidentiality Agreement. Notwithstanding the foregoing, neither Parent nor any of its Representatives shall (i) contact or have any discussions with any of the Company’s or any Subsidiary’s employees, agents, or representatives, unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, (ii) contact or have any discussions with any of the landlords/sublandlords, tenants/subtenants, or licensees or franchisees of the Company or its Subsidiaries, unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, provided, that clauses (i) and (ii) shall not be applicable to contacts or discussions not related to the transactions contemplated by this Agreement and shall not be applicable to contacts and discussions with the Company’s executive officers or its financial advisors, or (iii) damage any property or any portion thereof. (b) Prior to the Effective Time, all information obtained by Parent pursuant to this Section 6.6 or Section 6.14 shall be kept confidential in accordance with the Confidentiality Agreement. Notwithstanding the foregoing, in connection with a potential investment in Parent or its Affiliates, Blackstone Real Estate Advisor VI L.P. and its Representatives (as defined in the Confidentiality Agreement) may furnish Evaluation Material (as defined in the Confidentiality Agreement) to investors in either Guarantor or their affiliated funds (which investors shall be deemed to constitute Representatives of Blackstone Real Estate Advisor VI L.P. for purposes of the Confidentiality Agreement).